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ARKANSAS  &  MEMPHIS  RAILWAY  BRIDGE  AND 
TERMINAL  COMPANY 


GUARANTY  TRUST  COMPANY  OF  NEW  YORK, 

Trustee. 


Supplemental  Unbenture, 


Dated  May  24,  1915, 

Supplemental  to  First  Mortgage  dated  March  2,  1914, 
Securing 

$7,500,000  First  Mortgage  Gold  Bonds. 


THE  LIBRARY 
- OF  THE 

UNIVERSITY  OF  ILLINOIS 

Interest  Payable  March  1  and  September  1. 
Principal  Payable  March  1,  1964. 


C.  G.  Burcovne,  72  to  78  Spring  Street,  New  York. 


Digitized  by  the  Internet  Archive 
in  2018  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/arkansasmemphisrOOarka 


TABLE  OF  CONTENTS.  * 


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Recitals _ _ _ — . .  1 

Parties _  1 

Organization  and  authority  of  Terminal  Company _  1 

Operating  Agreement _ _ 


Indebtedness  secured  by  temporary  bond  for 

$5,000,000  _ 2 

Memorandum  of  February  4,  1915 _  2 

Action  of  directors  and  stockholders _ 3 

Old  bond  to  be  canceled _  4 

Lien  of  old  mortgage  to  remain  alive,  but  provisions 

amended  hereby - 4 

Form  of  coupon  bond - 5 

Form  of  coupon _  8 

Form  of  registered  bond _ 9 

Form  of  Trustee’s  authentication _  13 

Form  of  guarant}7  on  coupon  bond _ 13 

Form  of  guaranty  on  registered  bond _ 14 

Form  of  provision  to  be  signed  by  receivers  of  The 
Chicago,  Rock  Island  and  Pacifie  Railway  Com¬ 
pany _ 15 

Granting  Clauses -  17 

Real  estate  in  Memphis _ _ 18 

Real  estate  in  Crittenden  County,  Arkansas _ 23 

Ordinance  of  City  of  Memphis _  25 

Bridge  and  approaches _  26 

Acts  of  Congress _ 26 

Leases,  agreements,  etc. - 26 

Operating  Agreement _  27 

Joint  Trackage  Agreement _ 27 

Other  property _ _ 27 

After-acquired  property _  28 

Rents  and  profits _ _ 28 

Franchises _ 28 

Property  hereafter  conveyed  in  trust _ _  28 

Appurtenances _ 29 

Habendum _ 29 

Grant  in  trust _ 29 


*  The  table  of  contents  and  marginal  notes  are  not  in  the  supplemental 
indenture  as  executed. 


655549 


II 


ARTICLE  FIRST. 

PAGE 

Sec.  1.  Execution  of  bonds _ _  30 

Adoption  of  acts  of  officers.. _  30 

Authentication  of  coupons _  31 

Authentication  by  Trustee _  31 

Sec.  2.  Denominations  of  coupon  bonds _ _ _  31 

Numbering  of  $1,000  bonds _ ... _  32 

Issue  of  $500  bonds _  32 

Endorsement  on  $500  bonds _ 32 

Issue  of  $100  bonds _  32 

Endorsement  on  $100  bonds _  33 

Issue  of  $1,000  bonds  in  exchange  for  $500  or 

$100  bonds _ 33 

Issue  of  $500  or  $100  bonds  in  exchange  for 

$1,000  bonds.. _ 33 

Terminal  Company  may  adopt  different  method 

of  exchange  or  forms  of  endorsement _  34 

Sec.  3.  Bonds  may  be  made  payable  in  other  places _  35 

Sec.  4.  Registration  of  coupon  bonds _  35 

Sec.  5.  Registered  bonds _ 37 

Reservation  of  coupon  bonds _ 37 

Endorsement  on  registered  bonds.. . .  37 

Transfer  on  registered  bonds _  37 

Issue  of  coupon  bonds  in  exchange  for  registered 

bonds _ 33 

Issue  of  registered  bonds  in  exchange  for  coupon 

bonds _ 38 

Charges  for  exchanges  and  transfers  of  bonds. _  38 

Terminal  Company  may  adopt  different  method 

of  exchange  or  forms  of  endorsement . .  39 

Sec.  6.  Ownership  of  bonds _ _ 39 

Sec.  7.  Temporary  bonds _ 40 

Sec.  8.  Replacing  bonds  mutilated,  destroyed  or  lost  ..  41 

ARTICLE  SECOND. 

Issue  of  bonds _ 42 

Sec.  1.  $6,000,000  bonds  to  be  pledged  as  collateral 

security  for  Terminal  Company’s  Gold  Notes.  42 
Net  proceeds  of  Gold  Notes  to  be  deposited  here¬ 
under  _  43 

Sec.  2.  $1,500,000  bonds  issuable  under  Secs.  2  and  4..  43 

Sale  of  bonds  and  deposit  of  net  proceeds _  43 

Sec.  3.  Deposit  of  moneys  with  depositaries  for  account 

of  Trustee _ 45 

Acknowledgments  by  depositaries _  45 

Interest _ _ _  45 

Moneys  held  hereunder  to  constitute  part  of 
security _  46 


Ill 


PAGE 

Sec.  4.  Restrictions  on  disbursement  of  moneys  and 

issue  of  bonds _ _  46 

Purposes _  46 

(a)  Indebtedness  mentioned  in  recitals  aud 

costs  incidental  to  memorandum  of  Feb¬ 
ruary  4,  1915 _ _ _  47 

(b)  Construction,  improvements,  etc _ 47 

( c )  Interest,  taxes  and  damage  claims  during 

construction  period _  48 

(d)  Reimbursement  _  49 

(e)  Refunding  Rock  Island  Memphis  Ter¬ 

minal  Railway  Company  bonds _  49 

Exceptions  to  requirement  that  property  acquired 

be  subjected  to  lien  hereof _  49 

Not  exceeding  $150,000  bonds  or  proceeds  thereof 
to  be  used  under  Joint  Trackage  Agreement..  50 
Rates  at  which  moneys  payable  aud  bonds  issu¬ 
able _  50 

Documents  to  be  delivered  to  Trustee . .  51 

— resolution _  51 

— certificate  under  clause  (a)  of  Subsection 

A _ 52 

— certificate  under  clause  (b) _  53 

—  certificate  under  clause  (<?) _ _ _  58 

— certificate  under  clause  (e) . . . .  60 

— instruments  of  further  assurance _ _  61 

— opinion  of  counsel _ 61 

Reservation  of  bonds  or  moneys  against  liens...  62 

Release  of  l’eserved  bonds  or  moneys _ _ _  62 

Disposition  of  surplus  moneys  or  bonds _  64 

Definition  of  “  net  proceeds  ” _  64 

Sec.  5.  Protection  of  Trustee _ 65 

ARTICLE  THIRD. 

Sec.  1.  Redemption  of  bonds _ _ 66 

Publication  of  notice _  66 

Mailing  of  notice _  67 

Bonds  to  become  due  on  redemption  date. .  67 

Redemption  of  less  than  entire  issue _  68 

Drawing  of  bonds _ _ _ ...... _  68 

Redemption  of  portion  of  registered  bond _  69 

To  whom  payment  is  to  be  made _  69 

Deposit  of  moneys  to  credit  of  unsurrendered 

called  bonds.. _ _ 70 

Sec.  2.  Application  of  moneys  held  hereunder  to  re¬ 
demption  of  entire  issue _ _  71 


IV 


ARTICLE  FOURTH. 

PAGE 

Covenants  of  Terminal  Company _ _  71 

Sec.  1.  Covenant  to  pay  principal  and  interest _  71 

Deduction  for  taxes _  72 

Extension  of  interest  claims _ _  72 

Sec.  2.  Office  or  agency  in  New  York _ _  73 

Agent  for  service  of  process. _ _  73 

Sec.  3.  After-acquired  property  to  be  subject  thereto _  73 

Further  assurances _ 74 

See.  4.  Prior  liens _  74 

Sec.  5.  Taxes _  75 

Sec.  6.  Insurance _  75 

Sec.  7.  Defaults  under  leases  and  agreements _  7(5 

Sec.  8.  Enforcement  of  pledged  contracts _  77 

Alteration  of  Operating  Agreement _ _  78 

Upon  default  hereunder,  Trustee  may  terminate 

Operating  Agreement _ 78 

Purchaser  not  bound  to  adopt  agreements _  79 

Sec.  9.  Preservation  of  franchises _  80 

Completion  of  plant _ 80 

Repairs _  80 

Sec.  10.  Issue  and  use  of  bonds _ 81 

Surrender  of  right  to  issue  bonds  under  old  mort¬ 
gage,  except  as  provided  herein _ _  81 

Sec.  11.  Recording  hereof _ _ _ _ _ ...  81 

ARTICLE  FIFTH. 

Sec.  1.  Sinking  fund _  82 

1%  of  outstanding  bonds  March  1,  1919,  and 

annually  thereafter _ 82 

Sec.  2.  Purchase  of  bonds  for  sinking  fund _ _  83 

Call  for  offers _  83 

Sec.  3.  Application  of  sinking  fund  moneys  to  redemp¬ 
tion  of  bonds _ 84 

Sec.  4.  Terminal  Compauy  to  supply  funds  for  interest-  85 

Sec.  5.  Bonds  acquired  for  sinking  fund  to  be  canceled.  86 

ARTICLE  SIXTH. 

Sec.  1.  Interest  obligations  extended  or  transferred  apart 

from  bonds  deferred  in  payment _  87 

Sec.  2.  Events  of  default _ _ —  87 

Entry  by  Trustee - - 89 

Application  by  Trustee  of  moneys  collected -  90 

Return  of  property  to  Terminal  Company _  91 


V 


PAGE 

Sec.  3.  Declaration  of  maturity  of  bonds -  91 

Waiver  by  bondholders  of  declaration  of  ma¬ 


turity  _ 93 

Sec.  4.  On  event  of  default  Trustee  may  sell  property  or 

take  legal  proceedings _ 93 

Sec.  5.  Duty  of  Trustee  to  act  upon  request  of  bond¬ 
holders _ 94 

Holders  of  majority  in  amount  of  bonds  to  con¬ 
trol  proceedings _  95 

Sec.  6.  Properties  to  be  sold  as  an  entirety . . 95 

Right  to  have  property  marshaled  waived  _ _  95 

Sec.  7.  Notice  of  sale _ _ _ 96 

Adjournment  of  sale _ 96 

Vesting  title  in  purchaser _ _  96 

Conveyance  by  Trustee  authorized _ 97 

Sale  to  divest  all  interest  of  Terminal  Company.-  97 
Mortgaged  personalty  to  be  considered  real 

estate _ .... _  97 

Sec.  10.  Purchaser  protected _  98 

Sec.  11.  Principal  of  bonds  to  be  become  due  on  sale _  98 

Sec.  12.  Application  of  proceeds  of  sale _ 98 

Sec.  13.  Purchaser  entitled  to  apply  bonds  and  coupons 

on  purchase  price _ 99 

Sec.  14.  On  default  Terminal  Company  agrees  to  make 

payment  of  bonds  and  coupons  to  Trustee _ 100 

If  Terminal  Company  fails  to  pay  principal  de¬ 
clared  or  become  due  as  provided  in  this  Article, 

Trustee  may  enforce  guaranty _  101 

Trustee  entitled  to  recover  judgment  and  enforce 

guaranty  irrespective  of  other  proceedings _ 101 

Trustee  may  recover  and  enforce  deficiency  judg¬ 
ment _ _ 102 

Recovery  by  Trustee  on  bonds  or  guaranty  not 

to  affect  lien  hereof _  102 

Application  of  moneys  collected  by  Trustee  under 

this  section _ 102 

Sec.  15.  Waiver  of  stay  or  extension  and  of  valuation  or 
appraisement  laws  and  of  right  of  redemp¬ 
tion  _ 103 

Sec.  16.  Rights  of  Trustee  upon  commencement  of  judi¬ 
cial  proceedings _ 103 

Trustee  entitled  to  appointment  of  receiver _ 104 

Sec.  17.  Surrender  of  possession  by  Terminal  Company 

to  Trustee _  104 

Sec.  18.  Bondholders  not  to  sue  until  opportunity  and  in¬ 
demnity  afforded  to  Trustee _  105 

Rights  hereunder  may  be  enforced  by  Trustee 
without  possession  of  bonds  or  coupons . 106 


VI 


PAGE 

Sec.  19.  Remedies  cumulative _  106 

Sec.  20.  Delay  uot  a  waiver  of  default _  107 

Sec.  21.  Upon  termination  of  proceedings,  Terminal 
Company  and  Trustee  restored  to  former 
positions _ _  107 

ARTICLE  SEVENTH. 

Incorporators,  officers,  directors  and  stockholders  exempt 
from  liability _ 107 

ARTICLE  EIGHTH. 

Form  and  proof  of  execution  of  instruments  by  bond¬ 
holders _ 109 

Proof  of  ownership  of  bonds _ 109 

ARTICLE  NINTH. 

Sec.  1.  Release  of  separate  wagon-way  attached  to 

Terminal  Company’s  bridge  and  approaches.  110 

Sec.  2.  Release  of  property  sold  or  exchanged _ 111 

Sec.  3.  Replacement  of  worn-out  equipment _ _  112 

Sec.  4.  Change  of  location  of  structures,  etc. _  112 

Sec.  5.  Alterations  in  leases,  agreements,  etc. _ _ 113 

Sec.  6.  Release  of  leasehold  interest  under  lease  executed 

by  Terminal  Company _ 114 

Sec.  7.  Substituted  property  to  be  subject  to  lien  hereof  114 

Sec.  8.  Receiver  or  Trustee  in  possession  may  exercise 
powers  conferred  by  this  Article  on  Terminal 

Company _ _ 114 

Sec.  9.  Trustee  may  rely  on  certificate _  115 

Sec.  10.  No  property  to  be  released  herefrom,  except  on 

conditions  herein  expressed _ 115 

ARTICLE  TENTH. 

Sec.  1.  Conditions  of  acceptance  of  trust  by  Trustee _ 115 

Trustee  under  no  obligation  as  to  recording,  in¬ 
surance  or  taxes _ 115 

Trustee  not  responsible  for  recitals _  116 

Trustee  may  assume  no  default  hereunder  until 

notified _ _ 116 

Trustee  need  not  act  until  indemnified  and  re¬ 
quested  _  117 


VII 


PAGE 

Trustee  may  rely  on  certificate  when  no  other 

provision  as  to  evidence  — - - 117 

Employment  of  counsel  and  agents  by  Trustee..  118 

Liability  of  Trustee - - 118 

Trustee  not  responsible  for  depositaries - 118 

Trustee  protected  in  acting  upon  documents 

believed  to  be  genuine - 118 

Request  of  bondholders  binding  on  future  owners 

of  same  bonds - 118 

Trustee  may  advise  with  counsel - - —  119 

Trustee  entitled  to  compensation . . 119 

Reimbursement  of  Trustee -  119 

Moneys  held  by  Trustee  may  be  treated  as  gen¬ 
eral  deposit - 119 

Trustee  or  depositary  may  own  bonds - 120 

Sec.  2.  Resignation  of  Trustee. - -  --  120 

Removal  of  Trustee _ 120 

Sec.  3.  Appointment  of  successor  trustee  by  bond¬ 
holders  - - . - - 120 

Appointment  of  successor  trustee  by  Terminal 

Company _ 120 

Publication  of  notice  of  appointment  by  Ter¬ 
minal  Company _  121 

Qualification  of  Trustee _  121 

Appointment  of  successor  trustee  by  court  _  121 

Appointment  of  additional  trustees  — _ 121 

Sec.  4.  Vesting  property  in  new  trustee _  122 

Sec.  5.  Merger  or  consolidation  of  Trustee _ _  123 

Sec.  6.  Definition  of  “  Trustee  ” - 124 

ARTICLE  ELEVENTH. 

Sec.  1.  Possession  in  Terminal  Company  until  event  of 

default _ 124 

Sec.  2.  Defeasance  clause _ 124 

Deposit  of  moneys  to  pay  bonds  at  maturity _  125 

Surrender  of  all  outstanding  bonds  to  Trustee  __  125 
Deposit  of  moneys  with  Trustee  for  redemption..  125 
Sec.  3.  Bonds  and  lien  to  remain  alive  for  benefit  of 

persons  subrogated  to  rights  of  bondholders. _  126 


VIII 


ARTICLE  TWELFTH. 

PAGE 

Sec.  1.  Consolidation,  merger  or  conveyance  by  Ter¬ 
minal  Company _  127 

Sec.  2.  Successor  company  substituted  for  Terminal 

Company _ _ 128 

Meaning  of  “Terminal  Company”  hereunder.  _  129 

Successor  company  may  act  hereunder _ 129 

Issue  of  bonds  by  successor  company _  129 

Terminal  Company  may  surrender  any  powers 

hereunder _  130 

Sec.  3.  Certain  after-acquired  property  of  successor 

corporation  to  be  subject  hereto _  130 

Sec.  4.  Successor  of  Terminal  Company  bound _ 131 

ARTICLE  THIRTEENTH. 

Sec.  1.  Definitions _  131 

“  absolute  money  liability  ” _  131 

Sec.  2.  Execution  of  instruments  by  Terminal  Company.  133 

Authentication  of  resolution.. _ 134 

Trustee  may  receive  writing  signed  by  all  mem¬ 
bers  of  Executive  Committee  in  lieu  of  resolu¬ 
tion  _ 134 

Execution  of  instruments  by  Trustee _  134 

Sec.  3.  Execution  hereof  in  counterparts. _ _ 134 

Sec.  4.  Effect  of  invalidity  of  any  provision  hereof _ 135 

ARTICLE  FOURTEENTH. 

Rights  hereunder  confined  to  parties  and  bondholders _ 135 

Acceptance  by  Trustee . 135 

Testimonium _ 135 

Signatures _ 136 

Acknowledgments _ 137 


An  Indenture,  dated  the  twenty -fourth  day  of  May,  One  Parties, 
thousand  nine  hundred  and  fifteen,  between  Arkansas  &  Mem¬ 
phis  Railway  Bridge  and  Terminal  Company  (herein  called  “  the 
Terminal  Company  ”),  party  of  the  first  part,  and  Guaranty 
Trust  Company  of  New  York,  a  New  York  corporation  (herein 
called  the  “  Trustee”),  party  of  the  second  part : 

Whereas,  the  Terminal  Company  is  a  corporation  duly ^ndTuthority 
organized  and  existing  under  and  by  virtue  of  the  laws  of  the  company. 
State  of  Tennessee  and  is  authorized  to  acquire,  construct, 
maintain  and  operate  or  lease  to  others  railroad  terminal 
facilities  in  the  City  of  Memphis  and  vicinity,  including  a 
railroad  bridge  across  the  Mississippi  River  from  Memphis, 
Tennessee,  to  a  point  iu  Crittenden  County,  Arkansas,  and 
the  approaches  thereto  and  tracks  connected  therewith,  and 
owns  certain  parcels  of  land  in  Memphis,  Tennessee,  aud  iu 
Crittenden  County,  Arkansas,  adapted  to  railroad  terminal  uses, 
and  certain  rights,  privileges  and  franchises  under  an  ordi¬ 
nance  of  the  City  of  Memphis  and  under  Acts  of  Congress, 
and  is  now  engaged  in  the  completion  of  the  construction  of 
certain  terminal  facilities,  including  said  bridge,  which  are  in¬ 
tended  to  furnish  improved  access  to,  and  facilities  for  the 
conduct  of  their  business  in,  the  City  of  Memphis  to  The 
Chicago,  Rock  Island  and  Pacific  Railway  Company,  St.  Louis, 

Iron  Mountain  and  Southern  Railway  Company  and  St.  Louis 
Southwestern  Railway  Company,  which  said  three  Railway 
Companies  own  in  equal  shares  substantially  all  of  the  out¬ 
standing  capital  stock  of  the  Terminal  Company  ;  aud 

Whereas,  the  Terminal  Company  entered  into  an  agree-  Agreement, 
ment  dated  March  2,  1914,  herein  called  the  “  Operating 
Agreement,”  with  said  Railway  Companies  and  Guaranty 
Trust  Company  of  New  York,  and  is  simultaneously  with  the 
execution  and  delivery  hereof  entering  into  with  said  parties 
aud  with  the  receivers  of  The  Chicago,  Rock  Island  and  Pacific 


Mortgage  or 
deed  of  trust 
dated  March  2, 
1914. 


Indebtedness 
secured  by 
t  anporary 
bond  foi¬ 
ls, 000, 000. 


Memorandum 
of  February  4, 
1915. 


Railway  Company  an  agreement  of  even  date  herewith  supple¬ 
mental  to  the  Operating  Agreement,  which  agreement  and 
supplemental  agreement,  among  other  things,  set  forth  the  terms 
and  conditions  upon  which  the  facilities  to  be  furnished  by 
the  Terminal  Compauy  to  said  Railway  Companies  are  to  be 
used  and  the  compensation  therefor  is  to  be  paid  ;  and 

Whereas,  the  Terminal  Company  heretofore  duly  author¬ 
ized  the  creation  of  an  issue  of  its  bonds  limited  to  the  aggre¬ 
gate  principal  amount  of  $7,500,000  and,  in  order  to  secure 
the  same,  executed  and  delivered  to  Guaranty  Trust  Company 
of  New  York  as  trustee,  a  mortgage  or  deed  of  trust  of  the 
properties,  rights  and  franchises  of  the  Terminal  Company, 
dated  March  2,  1914,  which  was  tiled  for  registration  in  the 
office  of  the  Register  of  Shelby  County,  Tennessee,  on  August 
17,  1914,  and  noted  in  Note  Book  No.  ‘12  at  page  285  and  re¬ 
corded  in  Record  Book  No.  603  at  page  62,  and  was  also  tiled 
for  record  in  the  office  of  the  Clerk  of  Crittenden  County, 
Arkansas,  on  May  1,  1914,  and  noted  in  Record  Book,  Yol. 
X-3,  at  page  162  ;  and 

Whereas,  the  Terminal  Company,  in  aid  of  acquiring  and 
constructing  the  property  aforesaid,  heretofore  borrowed  certain 
moneys,  and  executed  and  caused  to  be  authenticated  under 
said  mortgage  or  deed  of  trust  a  temporary  bond  for  $5,000,000 
face  amount  and  pledged  the  same,  bearing  the  guaranty  of 
the  three  Railway  Companies  hereinabove  mentioned,  as 
collateral  security  for  the  repayment  of  the  sum  so  bor¬ 
rowed,  and  said  temporary  bond  is  now  so  pledged  ;  and 

Whereas,  in  order  to  supply  funds  for  the  payment 
of  the  indebtedness  incurred  and  secured  as  aforesaid 
and  for  the  completion  of  the  Terminal  Company’s 
project,  the  Terminal  Company  and  said  Railway  Com¬ 
panies  and  the  persons  interested  in  said  loan  and  in 
the  construction  work  on  said  project  have  entered 
into  an  arrangement  (hereinafter  sometimes  referred  to 


as  the  “  memorandum  of  February  4,  1915”),  which  has 
been  adopted  by  the  receivers  of  The  Chicago,  Rock 
Island  and  Pacific  Railway  Company,  for  the  sale  and 
purchase  of  notes  to  be  issued  by  the  Terminal  Com¬ 
pany  and  secured  by  the  pledge  of  bonds  of  the  Terminal 
Company  and  for  the  making  of  an  indenture  supplemental  to 
and  amendatory  of  said  mortgage  or  deed  of  trust  and  the 
issue  of  bonds  of  the  Terminal  Company  in  place  of  said 
bonds  formerly  authorized  as  hereinbefore  recited  ;  and 

Whereas,  the  Terminal  Company,  for  the  purpose  of airectors  ana 
carrying  out  said  arrangement  and  also  in  order  to  provide  for  stockhoiaers- 
additions  and  improvements  to  its  properties  and  for  other 
proper  corporate  purposes,  desires  to  borrow  money,  and  by 
proper  action  of  its  Board  of  Directors  and  stockholders  at 
meetings  duly  called  and  held  has  duly  determined  to  retire 
and  cancel  said  temporary  bond  of  the  Terminal  Com¬ 
pany  for  $5,000,000  face  amount  and  to  create  and  issue 
its  First  Mortgage  Gold  Bonds  (herein  called  the  “  First 
Mortgage  Bonds  ”),  limited  to  the  principal  amount  of 
$7,500,000  at  any  one  time  outstanding,  in  substantially  the 
forms  and  upon  the  terms  hereinafter  set  forth,  to  be  secured 
by  the  lien  of  said  mortgage  or  deed  of  trust  dated  March  2, 

1914,  and  of  this  supplemental  indenture,  and  for  the  purpose 
of  supplementing  and  amending  said  mortgage  or  deed  of 
trust  and  in  order  further  to  secure  said  First  Mortgage 
Bonds  by  the  mortgage  or  pledge  of  such  of  the  properties, 
rights  and  franchises  hereinafter  described  as  are  not  already 
subject  to  the  lien  of  said  mortgage  or  deed  of  trust,  has 
also  duly  determined  to  make  this  supplemental  indenture, 
and  at  said  meetings  a  supplemental  indenture  in  the  form 
hereof  was  submitted  and  duly  approved  and  its  execution, 
acknowledgment  and  delivery  by  the  proper  officers  of  the 
Terminal  Company  were  duly  authorized  and  directed  ;  and 


4 


Old  bond  to  be 
canceled. 


Lien  ot  old 
mortgage  to 
remain  alive, 
but  provisions 
amended 
hereby. 


Whereas,  said  temporary  bond  of  the  Terminal  Company 
for  $5,000,000  face  amount  heretofore  issued  is,  prior  to  or 
simultaneously  with  the  authentication  and  delivery  of  any 
of  said  $7,500,000  of  bonds  provided  for  in  this  supple¬ 
mental  indenture,  to  be  delivered  to  the  Trustee  here¬ 
under  and  canceled  and  thereafter  no  bonds  are  to  be 
issued  by  the  Terminal  Company  or  outstanding  under  said 
mortgage  or  deed  of  trust  dated  March  2,  1914,  except  the 
$7,500,000  of  bonds  to  be  issued  as  provided  in  this  supple¬ 
mental  indenture  ;  and 

Whereas,  it  is  intended  that  the  lien  of  said  mortgage  or 
deed  of  trust  shall  remain  alive  for  all  of  the  purposes  of  this 
supplemental  indenture,  and  that  the  terms  and  provisions  of 
said  mortgage  or  deed  of  trust  shall  remain  in  full  force  and 
effect  as  supplemented  by  the  provisions  hereof  except  insofar 
as  they  are  repugnant  to  or  inconsistent  with  or  if  in  effect 
would  qualify  the  terms  and  provisions  hereof  and  to  that 
extent  shall  be  deemed  amended  or  modified  hereby  (said 
mortgage  or  deed  of  trust  as  supplemented  and  amended  and 
modified  by  this  indenture  being  sometimes  herein  referred  to 
as  “  this  mortgage  ”)  ;  and 

AVhereas,  the  Fiist  Mortgage  Bonds  may  be  issued  in 
various  denominations  and  the  English  text  of  the  $1,000 
coupon  bonds  and  the  coupons  to  be  annexed  thereto  is  to 
be  substantially  to  the  following  effect  (appropriate  insertions, 
omissions  and  variations  to  be  made  in  case  of  such  bonds  as 
are  to  be  payable  also  in  foreign  moneys  or  in  foreign  countries 
or  in  order  to  comply  with  any  of  the  provisions  of  this  in¬ 
denture),  the  English  text  of  the  $500  and  $100  coupon  bonds 
to  be  of  the  same  tenor  as  the  $1,000  coupon  bonds  except  as 
to  amount  and  except  that  the  $500  and  $100  bonds  are  not 
to  state  that  they  are  exchangeable  for  registered  bonds : 


5 


TfORM  OF  $1,000  COUPON  BOND.]  Form  of 

9  J  coupon  bond, 

No _  $1,000. 

UNITED  STATES  OF  AMERICA. 

ARKANSAS  &  MEMPHIS  RAILWAY  BRIDGE 
AND  TERMINAL  COMPANY. 

First  Mortgage  Gold  Bond. 

Arkansas  &  Memphis  Railway  Bridge  and  Terminal  Com¬ 
pany,  a  corporation  of  tlie  State  of  Tennessee  (hereinafter 
called  the  Terminal  Company),  for  value  received,  hereby  prom¬ 
ises  to  pay  to  bearer,  or,  if  registered,  to  the  registered  owner 
of  this  bond,  on  the  first  day  of  March,  1964,  at  its  office  or 
agency  in  the  Borough  of  Manhattan,  City  of  New  York,  one 
thousand  dollars  in  gold  coin  of  the  United  States  of  America, 
of  or  equal  to  the  standard  of  weight  and  fineness  as  it  existed 
March  1,  1914,  and  to  pay  interest  thereon  from  the  first  day 
of  March,  1914,  at  the  rate  of  five  per  cent,  per  annum,  payable 
at  said  office  or  agency,  in  like  gold  coin,  semi-annually,  on  the 
first  days  of  March  and  September  in  each  year  until  payment  of 
said  principal  sum,  but  only  upon  presentation  and  surrender,  as 
they  severally  mature,  of  the  interest  coupons  hereto  annexed. 

Both  the  principal  of  and  interest  on  this  bond  shall  be  paid 
without  deduction  for  any  tax,  assessment  or  governmental 
charge  (excejDt  the  Federal  income  tax  imposed  by  the  Act  of 
Congress  approved  October  3,  1913,  with  respect  to  income 
derived  from  interest  paid  hereon)  which  the  Terminal  Com¬ 
pany  or  the  Trustee  under  the  First  Mortgage  hereinafter 
mentioned  may  be  required  or  permitted  to  pay  thereon  or  to 
retain  therefrom  under  any  present  or  future  law  or  ordinance 
of  the  United  States  of  America  or  of  any  state,  territory, 
county,  municipality  or  other  taxing  authority  therein  ;  and 
the  Terminal  Company  hereby  assumes  the  payment  of  all  such 
taxes,  assessments  and  charges  with  the  exception  aforesaid. 

This  bond  is  one  of  a  duly  authorized  issue  of  First  Mortgage 
Gold  Bonds  of  the  Terminal  Company,  limited  to  the  aggregate 


G 


principal  amount  of  Seven  Million  Five  Hundred  Thousand 
Dollars  at  any  one  time  outstanding,  issued  and  to  be  issued 
under  and  equally  secured  by  a  mortgage  or  deed  of  trust, 
dated  March  2,  1914,  duly  executed  by  the  Terminal  Company 
to  Guaranty  Trust  Company  of  New  York  as  Trustee,  and  a 
supplemental  indenture  dated  May  24,  1915,  duly  executed 
by  the  Terminal  Company  to  Guaranty  Trust  Company  of 
New  York  as  Trustee,  which  mortgage  or  deed  of  trust  as 
supplemented  and  amended  by  said  supplemental  indenture 
constitutes  and  is  hereinafter  termed  the  “  First  Mortgage.” 
For  a  description  of  the  properties,  rights  and  franchises 
mortgaged,  the  nature  and  extent  of  the  security,  the  rights  of 
the  holders  of  said  bonds  and  of  the  Terminal  Company, 
and  the  terms  and  conditions  upon  which  said  bonds  are 
and  are  to  be  issued  and  secured,  reference  is  made  to  the 
First  Mortgage,  to  all  of  the  provisions  whereof  the  holder 
hereof,  by  accepting  this  bond,  assents. 

All  or  any  part  of  the  bonds  of  this  issue  are  subject 
to  redemption  at  the  option  of  the  Terminal  Company  on 
any  semi-annual  interest  day,  on  at  least  sixty  days’  pub¬ 
lished  notice,  in  the  manner  provided  by  the  First  Mort¬ 
gage,  at  the  face  amount  thereof  and  accrued  interest  thereon 
and  a  premium  of  five  per  cent,  of  such  face  amount  if  re¬ 
deemed  prior  to  March  1,  1929,  four  per  cent,  if  redeemed 
thereafter  and  prior  to  March  1,  1939,  and  three  per  cent,  if 
redeemed  thereafter.  The  bonds  of  this  issue  are  entitled 
to  the  benefits  of  the  sinking  fund  to  be  created  under  the 
First  Mortgage  and  are  subject  to  redemption,  at  the  prices 
and  upon  the  notice  aforesaid,  for  the  purposes  of  said  sink¬ 
ing  fund. 

The  principal  of  the  First  Mortgage  Bonds  may  be  declared 
or  become  due  and  payable  in  the  manner  and  with  the  effect 
provided  in  the  First  Mortgage  in  case  a  default  or  event  of 
the  character  therein  specified  shall  occur  and  continue  for 
the  period,  if  any,  therein  provided. 


7 


This  bond  shall  pass  by  delivery  unless  it  is  registered  in 
the  owner’s  name  at  the  office  or  agency  of  the  Terminal 
Company  in  the  Borough  of  Manhattan,  City  of  New  York, 
and  such  registration  is  also  noted  on  the  bond.  After 
such  registration  no  transfer  shall  be  valid  unless  made  by  the 
registered  owner,  in  person  or  by  attorney  duly  authorized, 
and  similarly  noted  on  the  bond  by  the  registrar,  but  this 
bond  may  be  discharged  from  such  registration,  and  its  transfer- 
ability  by  delivery  be  restored,  by  like  transfer  to  bearer 
noted  hereon,  after  which  it  may  again  from  time  to  time  be 
registered  or  made  transferable  to  bearer  as  before.  Any 
registration,  however,  shall  not  affect  the  negotiability  of  the 
coupons,  which  shall  always  be  transferable  by  delivery.  The 
holder  may  also,  at  his  option,  surrender  for  cancellation  this 
bond,  with  the  unmatured  coupons  thereon,  in  exchange  for  a 
registered  bond  without  coupons,  as  provided  in  the  First 
Mortgage,  but  only  on  payment,  if  required,  of  the  transfer 
charges  and  the  expenses  incident  to  such  exchange,  which  said 
registered  bond  without  coupons  may  in  turn  be  exchanged  for 
a  coupon  bond  or  coupon  bonds. 

No  recourse  shall  be  had  for  the  payment  of  the  principal 
of  or  interest  upon  this  bond,  or  any  part  thereof,  nor  for  any 
claim  based  hereon,  nor  otherwise  in  respect  hereof  or  of 
the  First  Mortgage,  against  any  person  by  reason  of  his 
being  or  having  been  an  incorporator,  officer,  director 
or  stockholder,  past,  present  or  future,  of  the  Terminal  Com¬ 
pany  or  any  predecessor  or  successor  corporation  (including 
any  successor  in  person,  estate  or  obligation)  by  the  enforce¬ 
ment  of  any  assessment,  call  or  payment  or  by  any  legal  or 
equitable  proceeding  or  in  any  other  manner,  whether  by 
virtue  of  any  constitution,  statute,  rule  of  law,  contract,  express 
or  implied,  representation  or  otherwise  (save  only  against 
directors  or  officers  for  malfeasance  or  gross  negligence  in  the 
performance  of  their  duties  as  such  directors  or  officers)  ;  all  of 
such  liability  (except  as  aforesaid)  being,  by  the  acceptance 


8 


Form  of 
coupon. 


hereof  and  as  a  part  of  the  consideration  for  the  issue  hereof, 
expressly  released — all  as  provided  in  the  First  Mortgage. 

This  bond  shall  not  be  valid  or  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  certifi¬ 
cate  endorsed  hereon  executed  by  the  Trustee  under  the  First 
Mortgage. 

In  witness  whereof,  Arkansas  &  Memphis  Railway  Bridge 
and  Terminal  Company  has  caused  this  bond  to  be  signed  by 
its  President  or  a  Vice-President,  and  its  corporate  seal  to  be 
hereunto  affixed,  duly  attested  by  its  Secretary  or  an  As¬ 
sistant  Secretary,  and  coupons  for  said  interest,  with  the  en¬ 
graved  fac-simile  of  the  signature  of  its  Treasurer,  to  be 
attached  hereto,  as  of  the  second  day  of  March,  1914. 

Arkansas  &  Memphis  Railway  Bridge  and 
Terminal  Company, 

By 

Vice-President. 


Attest  : 

Assistant  Secretary. 


[form  of  interest  coupon.] 

On  the  first  day  of _ ,  19 _ ,  Arkansas  & 

Memphis  Railway  Bridge  and  Terminal  Company  will  pay  to 
the  bearer  a,t  its  office  or  agency  in  the  Borough  of  Man¬ 
hattan,  in  the  City  of  New  York,  Twenty-five  dollars  ($25)  in 
United  States  gold  coin,  being  six  months’  interest  then  to  be¬ 
come  due  on  its  First  Mortgage  Gold  Bond  No. _ ,  un¬ 

less  said  bond  shall  have  been  called  for  previous  redemption. 

Treasurer. 

and 


Whereas,  the  English  text  of  the  registered  bonds,  whether 
for  $1,000  or  multiples  thereof,  is  to  be  substantially  to  the 


9 


following  effect  (the  blanks  therein  to  be  appropriately  filled 
in  each  instance  and  appropriate  insertions,  omissions  and 
variations  to  be  made  in  case  of  such  bonds  as  are  to  be  pay¬ 
able  also  in  foreign  moneys  or  in  foreign  countries,  or  in  order 
to  comply  with  any  of  the  provisions  of  this  indenture)  : 


[FORM  OF  REGISTERED  BOND.]  Form  of 

registered 

bond. 

No . .  $ _ 


UNITED  STATES  OF  AMERICA. 

ARKANSAS  &  MEMPHIS  RAILWAY  BRIDGE 
AND  TERMINAL  COMPANY. 

Registered  First  Mortgage  Gold  Bond. 

Arkansas  &  Memphis  Railway  Bridge  and  Terminal  Com¬ 
pany,  a  corporation  of  the  State  of  Tennessee  (hereinafter 
called  the  Terminal  Company),  for  value  received,  hereby  prom¬ 
ises  to  pay  to _ _ _ _ , 

or  registered  assigns,  on  the  first  day  of  March,  1964,  at 
its  office  or  agency  in  the  Borough  of  Manhattan,  City 

of  New  York, _ Dollars  in  gold  coin 

of  the  United  States  of  America,  of  or  equal  to  the  standard 
of  weight  and  fineness  as  it  existed  March  1, 1914,  and  to 
pay  interest  thereon  from  the  first  day  of  March  or  the  first  day 
of  September,  as  the  case  may  be,  next  preceding  the  date  of  this 
bond  (unless  this  bond  be  dated  March  1,  or  September  1,  and 
in  that  event  from  date)  at  the  rate  of  five  per  cent,  per  annum, 
payable  at  said  office  or  agency,  in  like  gold  coin,  semi-annually, 
on  the  first  days  of  March  and  September  in  each  year  until 
payment  of  said  principal  sum.  Both  the  principal  of  and 
interest  on  this  bond  shall  be  paid  without  deduction  for  any 
tax,  assessment  or  governmental  charge  (except  the  Federal 
income  tax  imposed  by  the  Act  of  Congress  approved  October 
3,  1913,  with  respect  to  income  derived  from  interest  paid 


10 


hereon)  which  the  Terminal  Company  or  the  Trustee  under  the 
First  Mortgage  hereinafter  mentioned  may  he  required  or  per¬ 
mitted  to  pay  thereon  or  to  retain  therefrom,  under  any  present 
or  future  law  or  ordinance  of  the  United  States  of  America  or  of 
any  state,  territory,  county,  municipality  or  other  taxing  au¬ 
thority  therein ;  and  the  Terminal  Company  hereby  assumes 
the  payment  of  all  such  taxes,  assessments  and  charges  with 
the  exception  aforesaid. 

This  bond  is  one  of  a  duly  authorized  issue  of  First  Mortgage 
Gold  Bonds  of  the  Terminal  Company,  limited  to  the  aggregate 
principal  amount  of  Seven  Million  Five  Hundred  Thousand 
Dollars  at  any  one  time  outstanding,  issued  and  to  be  issued 
under  and  equally  secured  by  a  mortgage  or  deed  of  trust,  dated 
March  2,  1914,  duly  executed  by  the  Terminal  Company  to 
Guaranty  Trust  Company  of  New  York  as  Trustee,  and  a  sup¬ 
plemental  indenture  dated  May  24,  1915,  duly  executed  by  the 
Terminal  Company  to  Guaranty  Trust  Company  of  New  York 
as  Trustee,  which  mortgage  or  deed  of  trust  as  supplemented 
and  amended  by  said  supplemental  indenture  constitutes  and 
is  hereinafter  termed  the  “  First  Mortgage.”  For  a  descrip¬ 
tion  of  the  properties,  rights  and  franchises  mortgaged,  the 
nature  and  extent  of  the  security,  the  rights  of  the  holders  of 
said  bonds  and  of  the  Terminal  Company,  and  the  terms  and 
conditions  upon  which  said  bonds  are  and  are  to  be  issued 
and  secured,  reference  is  made  to  the  First  Mortgage,  to  all 
of  the  provisions  whereof  the  holder  hereof,  by  accepting  this 
bond,  assents. 

All  or  any  part  of  the  bonds  of  this  issue  are  subject  to 
redemption  at  the  option  of  the  Terminal  Company  on  any 
semi-annual  interest  day,  on  at  least  sixty  days’  published 
notice,  in  the  manner  provided  by  the  First  Mortgage,  at 
the  face  amount  thereof  and  accrued  interest  thereon  and 
a  premium  of  five  per  cent,  of  such  face  amount  if  re¬ 
deemed  prior  to  March  1,  1929,  four  per  cent,  if  redeemed 
thereafter  and  prior  to  March  l,  1939,  and  three  per  cent,  if 


11 


redeemed  thereafter.  The  bonds  of  this  issue  are  entitled  to 
the  benefits  of  the  sinking  fund  to  be  created  under  the  First 
Mortgage,  and  are  subject  to  redemption,  at  the  prices  and 
upon  the  notice  aforesaid,  for  the  purposes  of  said  sinking 
fund.  In  case  this  bond  be  for  a  principal  amount  in  excess 
of  $1,000,  any  part  hereof  equal  to  $1,000  or  a  multiple  of 
$1,000  may  be  so  redeemed,  in  which  case  the  holder  hereof 
shall  be  entitled  to  receive  coupon  or  registered  bonds  (as 
he  may  request)  to  a  principal  amount  equal  to  the  part  hereof 
not  so  redeemed,  as  provided  in  the  First  Mortgage. 

The  principal  of  the  First  Mortgage  Bonds  may  be  de¬ 
clared  or  become  due  and  payable  in  the  manner  and  with  the 
effect  provided  in  the  First  Mortgage  in  case  a  default  or 
event  of  the  character  therein  specified  shall  occur  and  con¬ 
tinue  for  the  period,  if  any,  therein  provided. 

This  bond  is  transferable  by  the  registered  owner  hereof, 
in  person  or  by  attorney  duly  authorized,  on  the  books  of  the 
Terminal  Company  at  its  office  or  agency  in  the  Borough 
of  Manhattan,  City  of  New  York,  upon  surrender  and 
cancellation  of  this  bond,  and  thereupon  a  new  registered 
bond  or  bonds  of  a  like  principal  amount,  without  coupons, 
having  endorsed  thereon  the  same  issue  numbers  of  coupon 
bonds  as  are  endorsed  hereon,  will  be  issued  to  the  transferee 
or  transferees  in  exchange  herefor,  as  provided  in  the  First 
Mortgage,  or  the  registered  owner  hereof,  at  his  option,  may 
surrender  this  bond  for  cancellation  in  exchange  for  a  like 
principal  amount  of  coupon  bonds  of  the  denomination  of 
$1,000  having  coupons  attached  maturing  on  and  after  the 
next  ensuing  interest  date,  and  bearing  the  issue  number  or 
numbers  endorsed  hereon,  but  in  every  case  only  on  payment, 
if  required,  of  the  transfer  charges  and  other  expenses  incident 
to  such  transfer  or  exchange. 

No  recourse  shall  be  had  for  the  payment  of  the  principal 
of  or  interest  upon  this  bond,  or  any  part  thereof,  nor  for  any 
claim  based  hereon,  nor  otherwise  in  respect  hereof  or  of  the 


12 


First  Mortgage,  against  any  person  by  reason  of  bis  being 
or  having  been  an  incorporator,  officer,  director  or  stock¬ 
holder,  past,  present  or  future,  of  the  Terminal  Company 
or  any  predecessor  or  successor  corporation  (including  any 
successor  in  person,  estate  or  obligation)  by  the  enforcement 
of  any  assessment,  call  or  payment  or  by  any  legal  or  equitable 
proceeding  or  in  any  other  manner,  whether  by  virtue  of  any 
constitution,  statute,  rule  of  law,  contract,  express  or  implied, 
representation  or  otherwise  (save  only  against  directors  or 
officers  for  malfeasance  or  gross  negligence  in  the  performance 
of  their  duties  as  such  directors  or  officers)  ;  all  of  such  lia¬ 
bility  (except  as  aforesaid)  being,  by  the  acceptance  hereof  and 
as  a  part  of  the  consideration  for  the  issue  hereof,  expressly 
released — all  as  provided  in  the  First  Mortgage. 

This  bond  shall  not  be  valid  or  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  certifi¬ 
cate  endorsed  hereon  executed  by  the  Trustee  under  the  First 
Mortgage. 

In  witness  whereof,  Arkansas  &  Memphis  Railway  Bridge 
and  Terminal  Company  has  caused  this  bond  to  be  signed  by 
its  President  or  a  Vice-President,  and  its  corporate  seal  to  be 
hereunto  affixed,  duly  attested  by  its  Secretary  or  an  Assist¬ 
ant  Secretary,  this  day  of  ,  19  . 

Arkansas  &  Memphis  Railway  Bridge 
and  Terminal  Comfany, 

By 

Vice-President 

Attest : 

Assistant  Secretary. 

and 

Whereas,  the  Trustee’s  authentication  on  the  First  Mort¬ 
gage  Bonds,  whether  coupon  or  registered  bonds,  is  to  be 
substantially  in  the  following  form  : 


13 


[form  of  trustee’s  authentication.] 


Form  of 
Trustee’s  au¬ 
thentication. 


This  bond  is  one  of  the  bonds  described  in  the  within- 
mentioned  mortgage  or  deed  of  trust  as  supplemented  and 
amended  by  the  within  mentioned  supplemental  indenture. 


and 


Whereas,  upon  each  of  said  bonds  there  is  to  be  endorsed 
a  guaranty  of  the  payment  of  the  principal  thereof  and 
interest  thereon  by  The  Chicago,  Rock  Island  and  Pacific 
Railway  Company,  St.  Louis,  Iron  Mountain  and  Southern 
Railway  Company  and  St.  Louis  Southwestern  Railway  Com¬ 
pany,  said  guaranty  on  the  coupon  bonds  to  be  substantially 
in  the  following  form  : 


[form  of  guaranty  ON  COUrON  BOND.] 


Form  of 
guaranty  on 
coupon  bond. 


For  value  received,  Tlie  Chicago,  Rock  Island  and  Pacific 
Railway  Company,  St.  Louis,  Iron  Mountain  and  Southern  Rail¬ 
way  Company  and  St.  Louis  Southwestern  Railway  Company 
hereby  jointly  and  severally,  pursuant  to  due  corporate  power 
and  authority,  guarantee  the  due  and  punctual  payment  of  the 
interest  upon  the  within  bond  of  Arkansas  &  Memphis  Rail¬ 
way  Bridge  and  Terminal  Company  to  the  bearer  or  bearers 
of  the  coupons  belonging  thereto  according  to  the  tenor  of  said 
coupons  as  they  severally  become  due,  and  also  the  due  and 
punctual  payment  of  the  principal  of  the  within  bond  upon 
March  1,  1964  (or  iu  the  event  that  the  same  shall  become 
due  pursuant  to  proceedings  for  redemption  then  upon  the 
date  fixed  for  such  redemption)  to  the  bearer  or,  if  l-egis- 
tered,  to  the  registered  owner  of  the  within  bond,  and  also, 
in  case  before  March  1,  1964,  such  principal  shall  be  declared 
or  become  due  and  payable  as  pro'vided  in  the  First  Mortgage 


14 


Form  of 
guaranty  on 
registered 
bond. 


referred  to  in  said  bond  upon  the  occurrence  of  a  default  or 
event  of  the  character  specified  in  said  First  Mortgage,  then 
due  and  punctual  payment  of  said  principal  to  the  Trustee 
under  said  First  Mortgage  as  provided  in  Section  14  of 
Article  Sixth  of  the  supplemental  indenture  referred  to  within. 

The  Chicago,  Rock  Island  and 
Pacific  Railway  Company, 

By - - 

Vice-President 


St.  Louis,  Iron  Mountain  and 
Southern  Railway  Company, 

By - - 

Vice-President. 

St.  Louis  Southwestern  Railway 
Company, 

By - - - - 

Vice-President. 

and 


Whereas,  said  guaranty  on  the  registered  bonds  is  to  be 
substantially  in  the  following  form  : 

[form  of  guaranty  on  registered  bond.] 

For  value  received,  The  Chicago,  Rock  Island  and  Pacific 
Railway  Company,  St.  Louis,  Iron  Mountain  and  Southern 
Railway  Company  and  St.  Louis  Southwestern  Rail¬ 
way  Company  hereby  jointly  and  severally,  pursuant 
to  due  corporate  power  and  authority,  guarantee  the 
due  and  punctual  payment  to  the  registered  owner  of 
the  within  bond  of  Arkansas  &  Memphis  Railway  Bridge 
and  Terminal  Company  of  the  interest  upon  said  bond  as 
the  same  shall  become  due,  and  also  of  the  principal  thereof  upon 
March  1,  1964  (or  in  the  event  that  the  same  shall  become  due 
pursuant  to  proceedings  for  redemption  then  upon  the  date 


15 


fixed  for  such  redemption),  and  also,  in  case  before  March  1 , 
1964,  such  principal  shall  be  declared  or  become  due  and  payable 
as  provided  in  the  First  Mortgage  referred  to  in  said  bond 
upon  the  occurrence  of  a  default  or  event  of  the  character  speci¬ 
fied  in  said  First  Mortgage,  then  due  and  punctual  payment  of 
said  principal  to  the  Trustee  under  said  First  Mortgage  as 
provided  in  Section  14  of  Article  Sixth  of  the  supplemental  in¬ 
denture  referred  to  within. 

The  Chicago,  Rock  Island  and 
Pacific  Railway  Company, 

By - - - - - 

Vice-President. 

St.  Louis,  Iron  Mountain  and 
Southern  Railway  Company, 

By - - - - - 

Vice-President. 


St.  Louis  Southwestern  Railway 
Company, 

By - - - - 

Vice-President. 

and 


Whereas,  on  each  of  said  bonds,  whether  coupon  or  regis¬ 
tered  bonds,  that  shall  be  issued  hereunder  during  the  con¬ 
tinuance  of  the  receivership  of  The  Chicago,  Rock  Island  and 
Pacific  Railway  Company  now  pending  there  is  also  to  be  en¬ 
dorsed  underneath  said  guaranty  hereinabove  set  forth  a  pro¬ 
vision  to  be  signed  by  the  receivers  of  The  Chicago,  Rock 
Island  and  Pacific  Railway  Company  in  substantially  the  fol¬ 
lowing  form : 


[form  of  provision  to  be  signed  by  receivers  of 

CHICAGO,  ROCK  ISLAND  AND  PACIFIC  RAILWAY  COMPANY. J 


For  value  received,  the  undersigned,  Jacob  M.  Dick¬ 
inson  and  H.  U.  Mudge,  as  receivers  of  The  Chicago 


THE  Form  of 

provision  to 
be  signed  by 
receivers  of  the 
Chicago,  Koek 
Island  and 
Pacific  Rail¬ 
way  Company. 


16 


Iiock  Island  and  Pacific  Railway  Company,  and  not 
individually,  do  hereby  adopt,  join  in  and  become 
parties  to  the  above  joint  and  several  guaranty  of 
the  principal  of  and  interest  upon  the  within 
bond.  The  execution  hereof  by  the  undersigned  has 
been  authorized  by  an  order  of  the  District  Court 
of  the  United  States  for  the  Northern  District 
of  Illinois,  Eastern  Division,  made  and  entered 
the  twentieth  day  of  May,  1915,  in  a  certain  cause 
therein  pending  in  equity,  entitled  “  American  Steel 
Foundries,  Complainant,  against  The  Chicago,  Rock 
Island  and  Pacific  Railway  Company,  Defendant,  No. 
445,”  by  the  terms  of  which  order,  reference  whereto  is 
hereby  made  with  the  same  effect  as  if  said  order  were 
here  set  forth  in  full,  certain  provision  is  made  with  re¬ 
spect  to  the  satisfaction  of  the  obligation  of  the  re¬ 
ceivers  hereunder.  It  is  provided,  among  other  things, 
in  said  order  that  any  corporation  which  shall  succeed 
to  the  receivers  in  the  possession  of  the  receivership 
estate  shall  assume  the  obligations,  then  existing  and  to 
accrue,  of  the  receivers  entered  into  pursuant  to  said 
order,  including  said  guarauty,  and  that  in  such  event 
said  receivers  shall  thereupon  be  relieved  of  obligation 
with  respect  to  the  payment  of  the  principal  of  said 
bonds  and  the  interest  thereafter  to  accrue  thereon. 

Jacob  M.  Dickinson, 

H.  U.  Mudge, 

As  Receivers  of  The  Chicago,  Rock 
Island  and  Pacific  Railway  Com¬ 
pany  and  not  individually, 


by - - - - 

One  of  said  Receivers. 


and 

Whereas,  all  things  necessary  to  make  such  bonds  when 
executed  by  the  Terminal  Company  and  authenticated  by 
the  Trustee,  the  valid,  binding  and  legal  obligations  of  the 
Terminal  Company,  and  to  constitute  this  mortgage  the  valid, 


17 


binding  and  legal  mortgage  and  deed  of  trust  for  the  security 
thereof,  have  been  done  and  performed  : 

NOW,  THEREFORE,  THIS  INDENTURE  WITNESSETH  :  Granting 

Clauses. 

That,  in  order  to  amend  said  mortgage  or  deed  of  trust 
dated  March  2,  1914,  heretofore  made  by  the  Terminal  Com¬ 
pany,  but  only  to  the  extent  that  the  terms  and  provisions 
thereof  are  inconsistent  with  or  repugnant  to,  or  would,  if 
they  were  to  remain  in  full  effect,  qualify  the  terms  and  pro¬ 
visions  of  this  supplemental  indenture,  and  in  order  to 
supplement  said  mortgage  or  deed  of  trust,  and  in  order  further 
to  secure  the  payment  of  the  principal  of  and  interest  upon  all 
of  the  First  Mortgage  Bonds  at  any  time  issued  and  outstanding 
under  this  mortgage  according  to  their  tenor,  purport  and 
effect  and  to  secure  the  performance  and  observance  of  all  of 
the  covenants  and  conditions  in  said  bonds  or  in  this  mort¬ 
gage  contained,  and  to  declare  the  terms  and  conditions  upon 
which  such  bonds  are  and  are  to  be  authenticated  and  de¬ 
livered  and  received,  Arkansas  Memphis  Railway  Bridge  and 
Terminal  Company,  party  hereto  of  the  first  part,  in  con¬ 
sideration  of  the  premises  and  of  the  acceptance  or  purchase 
of  said  bonds  by  the  holders  thereof  and  of  the  sum  of  One 
Hundred  Dollars,  lawful  money  of  the  United  States  of  America, 
to  it  duly  paid  by  the  Trustee  at  or  before  the  ensealing  and  de¬ 
livery  of  these  presents,  receipt  whereof  is  hereby  acknowledged, 
has  executed  and  delivered  these  presents  and  has  granted, 
bargained,  sold,  aliened,  remised,  released,  conveyed,  assigned, 
transferred,  set  over,  confirmed,  mortgaged  and  pledged  and  by 
these  presents  does  grant,  bargain,  sell,  alien,  remise,  release, 
convey,  assign,  transfer,  set  over,  confirm,  mortgage  and  pledge 
unto  Guaranty  Trust  Company  of  New  York,  its  successors  in 
the  trust  and  its  and  their  assigns,  forever,  all  and  singular  the 
following  described  railroad  terminal  facilities  and  other  prop¬ 
erties,  real  and  personal,  estates,  interests,  immunities,  fran¬ 
chises,  rights,  powers  and  privileges,  to  wit  : 


18 


Real  estate  in 
Memphis. 


I.  The  following  described  real  estate,  suitable  for  yards 
and  tracks  and  other  railroad  terminal  purposes,  situate,  lying 
and  being  in  the  City  of  Memphis,  Shelby  County,  Tennessee, 
to  wit  : 

(1)  All  that  property,  including  vacated  streets  and  alleys, 
in  Fort  Pickering  Addition  to  the  City  of  Memphis,  described 
as  follows  : 

Beginning  at  a  point  on  the  west  line  of  Pennsyl¬ 
vania  Street,  said  point  being  one  hundred  and  thirty 
and  nine-tenths  (130.9)  feet  north  of  the  northwest 
corner  of  Pennsylvania  Street  and  Virginia  Avenue; 
thence  in  a  southwesterly  direction  along  a  curved 
line  convex  to  the  southeast  and  having  a  radius 
of  one  thousand  eight  hundred  sixty-two  and  fifty- 
eight  hundredths  (1862.58)  feet  to  a  point  of 
taugent,  said  point  being  four  hundred  eighty-five  aud 
seven-tenths  (485.7)  feet  west  of  the  northwest  corner 
of  Pennsylvania  Street  and  Virginia  Avenue,  measured 
along  the  north  line  of  Virginia  Avenue,  and  sixty-six 
and  five-tenths  (66.5)  feet  north  of  find  at  right 
angles  to  the  north  line  of  Virginia  Avenue  ; 
thence  west  along  a  straight  line  tangent  to  last 
described  curve  and  sixt}r-six  aud  five-tenths 
(66.5)  feet  north  of  and  parallel  to  the  north  line 
of  Virginia  Avenue  for  a  distance  of  eight  hundred 
four  and  one-tenth  (804.1)  feet  to  a  point  of  curve, 
said  point  being  three  hundred  ninety-five  and  one- 
tenth  (395.1)  feet  east  of  the  west  line  of  vacated  Dela¬ 
ware  Street  ;  thence  northwesterly  along  a  curved  line, 
convex  to  the  southwest  and  having  a  radius  of  five 
hundred  and  thirty-one  (531.0)  feet  for  a  distance  of 
three  hundred  eighty-eight  and  eight-tenths  (388.8) 
feet ;  thence  northwesterly  along  a  straight  line  tan¬ 
gent  to  last  described  curve  to  a  point  at  the 
water’s  edge,  at  low  tide,  of  the  Mississippi  River ; 
thence  southwesterly  along  the  water’s  edge  at  low 
tide  to  a  point  which  is  one  hundred  forty  and 
five-tenths  (140.5)  feet  distant  from,  measured  at 
right  angles  to,  the  last  described  straight  line ; 


19 


thence  southeasterly  parallel  to  and  one  hundred  forty 
and  five-tenths  (140.5)  feet  distant  from  the  aforesaid 
straight  line  to  a  point  on  the  west  line  of  vacated 
Delaware  Street  ;  thence  south  along  the  west  line  of 
said  vacated  Delaware  Street  to  the  north  line  of  Vir¬ 
ginia  Avenue  ;  thence  east  along  the  north  line  of 
Virginia  Avenue  to  the  west  line  of  Pennsylvania 
Street  ;  thence  north  along  the  west  line  of  Pennsyl¬ 
vania  Street  for  a  distance  of  one  hundred  thirty  and 
nine-tenths  (130.9)  feet  to  the  place  of  beginning. 

Also,  all  that  property,  including  vacated  streets  and  alleys, 
in  Fort  Pickering  Addition  to  the  City  of  Memphis,  described 
as  follows  : 


Beginning  at  a  point  on  the  west  line  of  Kansas 
Street,  said  point  being  three  hundred  nineteen  and 
nine-tenths  (319.9)  feet  north  of  the  northwest  corner 
of  Kansas  Street  and  Virginia  Avenue  ;  thence  south¬ 
westerly  along  a  straight  line  for  a  distance  of  two 
hundred  and  thirteen  (213.0)  feet  to  a  point  of  curve ; 
thence  continuing  in  a  southwesterly  direction  on  a 
curved  line,  convex  to  the  southeast  and  having  a 
radius  of  one  thousand  eight  hundred  sixty-two  and 
fifty-eight  hundredths  (1862.58)  feet,  to  a  point  on 
the  east  line  of  Pennsylvania  Street,  said  point 
being  one  hundred  and  fifty-four  (154.0)  feet  north 
of  the  northeast  corner  of  Pennsylvania  Street 
and  Virginia  Avenue ;  thence  south  along  the  east 
line  of  Pennsylvania  Street  to  the  southwest  cor¬ 
ner  of  lot  7,  of  block  20 ;  thence  east  along  the 
south  line  of  lots  7  and  6  of  said  block  20,  to  a 
point  distant  seventy-two  and  five-tenths  (72.5) 
feet  southeasterly  from  the  curved  line  hereinbefore 
described,  measured  along  the  radius  of  said  curved 
line  produced  ;  thence  northeasterly  parallel  with  said 
curved  line  and  parallel  with  the  tangent  to  said  curved 
line  and  seventy-two  and  five-teutlis  (72.5)  feet  south¬ 
easterly  therefrom,  to  a  point  on  the  west  line  of 
Kansas  Street,  and  thence  north  along  the  said  west 
line  eighty  (80)  feet  more  or  less,  to  the  point  of  begin¬ 
ning. 


20 


Also,  all  that  property  in  Block  24,  Fort  Pickering  Addi- 
ion  to  the  City  of  Memphis,  described  as  follows  : 

Beginning  at  the  northwest  corner  of  block  24 ; 
thence  east  along  the  north  line  of  said  block  one  hun¬ 
dred  and  twenty-five  (125)  feet,  more  or  less,  to  a  point 
twenty-five  (25)  feet  distant  northwesterly  from  the 
center  line  of  the  most  westerly  track  of  the  St.  Louis 
&  San  Francisco  Railroad  Company,  measured  at  right 
angles  thereto ;  thence  southwesterly  parallel  to  and 
twenty-five  (25)  feet  distant  from  the  center  line  of 
said  track  to  a  point  which  is  sixty- five  (65)  feet  south 
of,  measured  at  right  angles  to,  the  north  line  of  said 
block  24 ;  thence  southwesterly  along  a  straight  line  to 
a  point  in  the  east  line  of  Kansas  Street ;  thence  north 
along  the  east  line  of  Kansas  Street  for  a  distance  of 
ninety  (90)  feet  to  the  point  of  beginning. 

(2)  All  that  part  of  the  land,  including  vacated  streets  (said 
vacated  streets  being  described  in  a  certain  ordinance  passed 
by  the  Board  of  Commissioners  of  the  City  of  Memphis,  on 
February  4, 1913,  hereinafter  mentioned),  bounded  on  the  north 
by  Lanliam  place,  or  the  east  by  Kansas  street,  on  the  south 
by  Virginia  avenue  and  on  the  west  by  Pennsylvania  street,  in 
Fort  Pickering  Addition  to  the  City  of  Memphis,  described  as 
follows : 


Beginning  at  a  point  on  the  west  line  of  Kansas 
street,  said  point  being  three  hundred  and  nineteen  and 
nine-tenths  (319.9)  feet  north  of  the  northwest  corner  of 
Kansas  street  and  Virginia  avenue  ;  thence  southwesterly 
along  a  straight  Hue  for  a  distance  of  two  hundred  and 
thirteen  (213)  feet  to  a  point  of  curve;  thence  continuing 
in  a  southwesterly  direction  on  a  curved  line,  convex  to 
the  southeast  and  having  a  radius  of  eighteen  hundred 
and  sixty-two  and  fifty-eight  hundredths  (1,862.58) 
feet  to  a  point  on  the  east  line  of  Pennsylvania  street, 
said  point  being  one  hundred  and  fifty-four  (154)  feet 
north  of  the  northeast  corner  of  Pennsylvania  street 


21 


and  Virginia  avenue  ;  thence  north  along  the  east  line 
of  Pennsylvania  street  to  the  southeast  corner  of  Penn¬ 
sylvania  street  and  Lauham  place  ;  thence  east  along 
the  south  line  of  Lanham  place  to  the  southwest  corner 
of  Lanham  place  and  Kansas  street ;  thence  south 
along  the  west  line  of  Kansas  street  to  the  place  of  be¬ 
ginning. 

Also  all  that  land,  including  vacated  streets  and  alleys 
(said  vacated  streets  and  alleys  being  described  in  a  certain 
ordinance  passed  by  the  Board  of  Commissioners  of  the  City 
of  Memphis  on  February  4,  1913,  hereinafter  mentioned),  in 
Fort  Pickering  Addition  to  the  City  of  Memphis,  described  as 
follows : 


Beginning  at  a  point  on  the  west  line  of  Penn¬ 
sylvania  street,  said  point  being  one  hundred  and 
thirty  and  nine-tenths  (130.9)  feet  north  of  the 
northwest  corner  of  Pennsylvania  street  and  Vir¬ 
ginia  avenue ;  thence  in  a  southwesterly  direction 
along  a  curved  line,  convex  to  the  southeast  and 
having  a  radius  of  eighteen  hundred  and  sixty-two 
and  fifty-eight  hundredths  (1,862.58)  feet  to  a  point  of 
tangent,  said  point  being  four  hundred  and  eighty-five 
and  seven-tenths  (485.7)  feet  west  of  the  northwest  corner 
of  Pennsylvania  street  and  Virginia  avenue,  measured 
along  the  north  line  of  Virginia  avenue,  and  sixty-six 
and  five-tenths  (66.5)  feet  north  of  and  at  right  angles  to 
the  north  line  of  Virginia  avenue  ;  thence  west  along  a 
straight  line  tangent  to  last  described  curve  and  sixty-six 
and  five-tenths  (66.5)  feet  north  of  and  parallel  to  the 
north  line  of  Virginia  avenue  for  a  distance  of  eight  hun¬ 
dred  and  four  and  one-tenth  (804.1)  feet  to  a  point 
of  curve,  said  point  being  three  hundred  and  ninety- 
five  and  one-tenth  (395.1)  feet  east  of  the  west 
line  of  Delaware  street ;  thence  northwesterly  along 
a  curved  line  convex  to  the  southwest  and  having 
a  radius  of  five  hundred  and  thirty-one  (531) 
feet  for  a  distance  of  three  hundred  and  eighty- 
eight  and  eight-tenths  (388.8)  feet  ;  thence  north- 


22 


westerly  along  a  straight  line  tangent  to  last 
described  curve  to  a  point  on  the  west  line  of 
vacated  Delaware  street,  said  point  being  two  hundred 
and  thirty-nine  (239)  feet  north  of  the  north  line  of  Vir¬ 
ginia  avenue  ;  thence  continuing  northwesterly  in  the 
same  direction  to  the  water’s  edge,  at  low  tide,  of  the 
Mississippi  River  ;  thence  northeasterly  along  the 
water’s  edge  at  low  tide  to  the  southwesterly  line  of 
Water  street ;  thence  southeasterly  along  the  said  south¬ 
westerly  line  of  Water  street  to  the  northwesterly  line  of 
vacated  Panola  street ;  thence  southeasterly  on  a  straight 
line  to  the  northeast  corner  of  Lot  Six  (6),  Block 
A,  Fort  Pickering  Addition  ;  thence  southwesterly 
along  the  easterly  line  of  said  Lot  Six  (6)  to  the 
southeast  corner  of  said  Lot  Six  (6),  said  southeast 
corner  being  on  the  west  line  of  vacated  Indiana 
street  produced  north ;  thence  south  along  the  pro¬ 
duced  west  line  of  vacated  Indiana  street  for  a 
distance  of  fifty  (50)  feet  to  a  point,  said  point 
being  on  the  original  center  line  of  Railroad  avenue ; 
thence  east  along  the  original  center  line  of  Rail¬ 
road  avenue  for  a  distance  of  three  hundred  and 
sixty  (360)  feet  to  the  west  line  of  Arkansas 
street  produced  ;  thence  south  along  the  west  line 
of  Arkansas  street  produced  for  a  distance  of  fifteen 
(15)  feet  to  a  point,  said  point  being  thirty-five  (35)  feet 
north  of  the  original  south  line  of  Railroad  avenue  ; 
thence  east  thirty-five  (35)  feet  distant  from  and 
parallel  to  the  original  south  line  of  Railroad  avenue 
for  a  distance  of  nine  hundred  and  forty  (940)  feet  to 
the  west  line  of  Pennsylvania  street  produced  ;  thence 
south  along  the  west  line  of  Pennsylvania  street  for  a 
distance  of  two  hundred  and  sixty-four  and  one-tenth 
(264.1)  feet  to  the  point  of  beginning. 


The  property  hereinabove  described  in  this  subdivision  (2) 
of  this  clause  I  being  subject,  however,  to  (a)  the  lien  thereon 
of  the  mortgage  or  deed  of  trust  dated  April  1,  1915,  executed 
and  delivered  by  Rock  Island  Memphis  Terminal  Railway 
Company,  a  corporation  of  Tennessee,  to  Bankers  Trust  Com- 


23 


pany,  as  trustee,  to  secure  the  Terminal  First  Mortgage  Gold 
Bonds  of  said  Rock  Island  Memphis  Terminal  Railway  Com¬ 
pany  limited  to  the  aggregate  principal  amount  of  $850,000  at 
any  time  outstanding,  and  ( b )  the  terms  and  provisions  of  a 
certain  agreement  of  user  dated  April  21,  1915,  between  the 
Terminal  Company  and  said  Rock  Island  Memphis  Terminal 
Railway  Company. 

II.  The  following  described  real  estate,  suitable  for  yards  Reai  estate  in 

.  .  Crittenden 

and  tracks  and  other  railroad  terminal  purposes,  situate,  county, 

11  Arkansas. 

lying  and  being  in  Crittenden  County,  Arkansas,  to  wit : 

A  strip  of  land  two  hundred  (200)  feet  in  width,  the 
southwesterly  line  of  which  is  one  hundred  (100)  feet 
northeasterly  from  and  parallel  with  the  center  line  of 
the  main  track  of  the  Kansas  City  and  Memphis  Railway 
and  Bridge  Company,  as  now  located,  and  extending 
from  the  water’s  edge  at  low  tide,  of  the  Mississippi 
River,  in  a  northwesterly  direction  over  and  across 
Lot  Eight  (8)  of  Spanish  Grant  No.  Two  thousand  two 
hundred  and  ninety-two  (2292),  and  across  Lot  One  (1) 
of  Spanish  Grant  No.  Two  thousand  three  hundred  and 
seventeen  (2317)  to  the  easterly  line  of  the  right  of  way 
of  The  Kansas  City,  Fort  Scott  and  Memphis  Railway 
Company. 

Also,  a  strip  of  land  two  hundred  (200)  feet  in  width 
the  southwesterly  line  of  which  is  one  hundred  and  fifty 
(150)  feet  northeasterly  from  and  parallel  with  the  cen- 
tei  line  of  the  main  track  of  the  Kansas  City  and  Mem¬ 
phis  Railway  and  Bridge  Company  as  now  located,  and 
extending  from  the  westerly  line  of  the  right  of  way  of 
the  St.  Louis,  Iron  Mountain  and  Southern  Railway 
Company,  in  a  northwesterly  direction  over  and  across 
the  westerly  portion  of  Lot  One  (1),  and  across  Lot  Two 
(2),  all  in  Spanish  Grant  No.  Two  thousand  three  hun¬ 
dred  and  seventeen  (2317),  and  across  the  south  frac¬ 
tional  half  of  Section  Thirteen  (13),  Township  Six  (6) 

North,  Range  Nine  (9)  East,  to  the  east  and  west  center 
line  of  said  Section  Thirteen  (13). 


24 


Also,  a  strip  of  laud  two  hundred  and  fifty  (250)  feet 
in  width,  the  southwesterly  line  of  which  is  one  hun¬ 
dred  (100)  feet  northeasterly  from  and  parallel  with  the 
center  line  of  the  main  track  of  the  Kansas  City  and 
Memphis  Railway  and  Bridge  Company,  as  now  located, 
and  extending  from  the  east  and  west  center  line  of 
fractional  Section  Thirteen  (13),  Township  Six  (6) 
North,  Range  Nine  (9)  East,  in  a  northwesterly  direc¬ 
tion  across  the  Northwest  quarter  of  said  Section  Thir¬ 
teen  (13)  to  the  southwesterly  line  of  the  right  of  way 
of  the  St.  Louis,  Iron  Mountain  and  Southern  Railway 
Company. 

Also,  a  strip  of  laud  fifty1-  (50)  feet  in  width,  in  the 
northwest  quarter  of  Section  Thirteen  (13),  Township 
Six  (6)  North,  Range  Niue  (9)  East,  more  particularly 
described  as  follows :  Beginning  at  the  intersection  of 
the  northerly  right  of  way  line  of  the  St.  Louis,  Iron 
Mountain  and  Southern  Railway  Company,  as  now 
located,  with  the  west  line  of  the  southeast  quarter  of 
the  northwest  quarter  of  said  Section  Thirteen  (13) ; 
thence  north  along  said  west  line  of  the  southeast 
quarter  of  the  northwest  quarter  to  a  point  fifty  (50) 
feet  distant  from  the  said  northerly  right  of  way 
line,  measured  at  right  angles  thereto ;  thence  south¬ 
easterly  on  a  straight  line  fifty  (50)  feet  distant 
from  and  parallel  with  said  northerly  right  of 
way  line  to  a  point  which  is  three  hundred  and  fifty 
(350)  feet  distant  from,  measured  at  right  angles  to, 
the  center  line  of  the  main  track  of  the  Kansas  City 
and  Memphis  Railway  and  Bridge  Company,  as  now 
located  ;  thence  southeasterly  on  a  straight  line  three 
hundred  and  fifty  (350)  feet  distant  from  and  parallel 
with  said  center  line  of  the  main  track  of  the  Kansas 
City  and  Memphis  Railway  and  Bridge  Company  to  a 
point  on  the  northerly  right  of  way  line  of  the  St. 
Louis,  Iron  Mountain  and  Southern  Railway  Company, 
as  now  located  ;  thence  northwesterly  along  said 
northerly  right  of  way  line  to  the  point  of  beginning. 

Also,  a  strip  of  land  twenty-five  (25)  feet  in  width, 
the  southwesterly  line  of  which  is  fifty  (50)  feet  north¬ 
easterly  from  and  parallel  with  the  center  line  of  the 


25 


main  track  of  the  St.  Louis,  Iron  Mountain  and  South¬ 
ern  Railway  Company,  as  now  located,  and  extending 
from  the  east  line  of  Section  Fourteen  (14),  Township 
Six  (6)  North,  Range  Nine  (9)  East,  in  a  northwesterly 
direction  across  the  northeast  quarter  of  said  Section 
Fourteen  (14),  to  the  southerly  right  of  way  line  of  The 
Chicago,  Rock  Island  and  Pacific  Railway  Company,  as 
now  located. 

Also,  a  strip  of  land  fifty  (50)  feet  in  width,  the 
northeasterly  line  of  which  is  fifty  (50)  feet  southwest¬ 
erly  from  and  parallel  with  the  center  line  of  the  main 
track  of  the  St.  Louis,  Iron  Mountain  and  Southern 
Railway  Company,  as  now  located,  and  extending  from 
the  east  line  of  Section  Fourteen  (14),  Township  Six 
(6)  North,  Range  Nine  (9)  East,  in  a  northwesterly 
direction  across  the  northeast  quarter  of  said  Section 
Fourteen  (14),  to  the  southerly  right  of  way  line  of  The 
Chicago,  Rock  Island  and  Pacific  Railway  Company,  as 
now  located. 

III.  All  rights,  privileges  and  franchises  acquired  by  the  ordinance 
Terminal  Company  by,  under  or  through  the  ordinance  of  the  MemPWs- 
Board  of  Commissioners  of  the  City  of  Memphis,  Tennessee, 
passed  February  4,  1913,  entitled  “  An  ordinance  granting  cer¬ 
tain  rights,  privileges  and  franchises  in  the  City  of  Memphis, 

Tenn.,  to  Arkansas  &  Memphis  Railway  Bridge  and  Terminal 
Company,  its  successors  and  assigns,  for  the  purpose  of  con¬ 
structing,  operating  and  maintaining  within  the  corporate 
limits  of  said  city,  passenger  stations,  freight  depots,  ware¬ 
houses,  railway  tracks,  terminals  and  other  railroad  facilities  ” 

(except  the  rights  and  privileges  under  said  ordinance  here¬ 
tofore  conveyed  by  the  Terminal  Company  to  Rock  Island 
Memphis  Railway  Terminal  Company  and  not  reconveyed  to 
the  Terminal  Company)  subject,  so  far  as  the  same  are  in  fact 
subject,  to  said  agreement  of  user  dated  April  21,  1915,  be¬ 
tween  the  Terminal  Company  and  said  Rock  Island  Memphis 
Terminal  Railway  Company  mentioned  in  Clause  I.  of  these 
granting  clauses. 


26 


Bridge  and 
approaches. 


Acts  of 
Congress. 


Leases,  agree¬ 
ments,  etc. 


IV.  The  bridge  of  the  Terminal  Company,  now  in  course 
of  construction,  and  the  approaches  thereto  and  the  tracks 
connected  therewith,  extending  from  a  point  at  or  near  Kansas 
Avenue  in  the  City  of  Memphis,  Tennessee,  in  a  westerly 
direction  across  the  Mississippi  River  to  a  point  at  or  near 
Bridge  Junction  in  Crittenden  County,  Arkansas,  and  all 
real  estate,  easements,  rights  of  way,  leasehold  and  other 
estates,  rights,  licenses  and  privileges  now  owned  or  contracted 
for  by  the  Terminal  Company  for  the  building  or  maintenance 
of  said  bridge,  approaches  and  connected  tracks. 

V.  All  rights,  privileges  and  franchises  acquired  by  the 
Terminal  Company  by,  under  or  through  (a)  the  Act  of  Con¬ 
gress  approved  July  20th,  1912,  entitled  “  An  Act  To  authorize 
Arkansas  and  Memphis  Railway  Bridge  and  Terminal  Com¬ 
pany  to  construct,  maintain,  and  operate  a  bridge  across  the 
Mississippi  River,”  (b)  the  Act  of  Congress  approved  August 
23d,  1912,  entitled  “  An  Act  To  amend  an  Act  approved  July 
twentieth,  nineteen  hundred  and  twelve,  entitled  ‘An  Act  to 
authorize  Arkansas  and  Memphis  Railway  Bridge  and  Terminal 
Company  to  construct,  maintain,  and  operate  a  bridge  across 
the  Mississippi  River,’  ”  and  (c)  the  Act  of  Congress  approved 
February  15th,  1915,  entitled  “  An  Act  Extending  the  time  for 
completion  of  the  bridge  across  the  Mississippi  River  at  Mem¬ 
phis,  Tennessee,  authorized  by  an  Act  entitled  ‘  An  Act  to 
authorize  the  Arkansas  and  Memphis  Railway  Bridge  and 
Terminal  Company  to  construct,  maintain,  and  operate  a 
bridge  across  the  Mississippi  River  at  Memphis,  Tennessee,’ 
approved  August  twenty-third,  nine  hundred  and  twelve.” 

VI.  Also  any  and  all  leases,  leaseholds,  rights  under 
leases  or  contracts,  trackage  agreements,  traffic  agreements 
and  operating  agreements  which  the  Terminal  Company 
now  is  entitled  to  or  to  the  benefit  of  and  all  such  as 
the  Terminal  Company  hereafter  shall  become  entitled  to 
or  to  the  benefit  of  or  under  which  the  Terminal  Com¬ 
pany  shall  possess  any  rights,  affecting  or  which  shall  affect 


27 


any  of  the  property  subject  hereto  or  intended  to  be  sub¬ 
ject  hereto  or  relating  to  compensation  for  services  to  be 
performed  by  the  Terminal  Company  or  its  successors  by  the 
use  of  its  said  property  or  any  part  thereof,  and  all  of  the 
estates,  interests,  rights,  privileges  and  choses  in  action  to 
which  the  Terminal  Company  may  be  entitled  by  virtue  of 

any  thereof,  and  particularly  (a)  the  Operating  Agreement  operating 

Agreement. 

dated  March  2,  1914,  and  the  agreement  supplemental  thereto 
bearing  even  date  herewith,  hereinabove  mentioned  in  the 
recitals  hereof,  and  (b)  an  agreement  dated  May  20,  1915 

(herein  called  the  “Joint  Trackage  Agreement”),  between  St.  joint  Trackage 

Agreement. 

Louis,  Iron  Mountain  and  Southern  Railway  Company,  as 
Owner,  and  the  Terminal  Company,  said  The  Chicago,  Rock 
Island  and  Pacific  Railway  Company,  Jacob  M.  Dickinson  and 
H.  U.  Mudge  as  receivers  of  The  Chicago,  Rock  Island  and 
Pacific  Railway  Company,  St.  Louis  Southwestern  Railway 
Company  and  St.  Louis,  Iron  Mountain  and  Southern  Railway 
Company,  as  Licensees,  with  respect,  among  other  things,  to 
trackage  rights  over  said  St.  Louis,  Iron  Mountain  and  South¬ 
ern  Railway  Company’s  line  of  railroad  between  a  point  at  or 
near  Briark  or  Hopefield  Junction,  Arkansas,  and  a  point  at 
or  near  Bridge  Junction,  Arkansas. 

VII.  Also  all  lands  and  interests  in  land,  railroads  and  other 

property. 

lines  of  railroad,  yards,  yard-tracks,  industry-tracks,  spur- 
tracks,  sidings  and  other  tracks,  switches,  turn  tables,  rights 
of  way,  bridges,  viaducts,  approaches,  abutments,  piers,  piles, 
posts,  spans,  arches,  roadways,  superstructures,  station  houses, 
depots,  freight  houses,  warehouses,  elevators,  compresses,  ma¬ 
chine  shops  and  other  shops,  car-houses,  engine-houses,  water 
tanks,  docks,  wharves,  slips,  fixtures,  also  all  locomotives,  en¬ 
gines,  cars  and  other  rolling  stock  and  all  steam-boats, 
barges,  tugs  and  other  floating  equipment  and  all  other 
equipment,  machinery,  apparatus,  tools,  implements  and  ap¬ 
pliances,  and  all  property  of  every  kind  and  description, 
which  is  now  owned  and  also  all  thereof  and  all  property  of 


28 


After-acquired 

property. 


Rents  and 
profits. 


Franchises. 


Property 
hereafter  con¬ 
veyed  in  trust. 


every  kind  and  description  hereafter  acquired  or  possessed  by 
the  Terminal  Company  which  (a)  shall  be  at  any  time,  whether 
at  or  after  the  time  of  acquisition  thereof  by  the  Terminal 
Company,  appurtenant  to  or  used  in  direct  connection  with 
or  necessarily  required  for  use  in  the  operation  of  any  of  the 
property  which  is  or  may  at  any  time  pursuant  to  any  of  the 
provisions  hereof  be  subject  or  intended  to  be  subject  to 
the  lien  of  this  mortgage,  or  ( b )  in  respect  to  the  pur¬ 
chase,  acquisition  or  construction  whereof,  or  in  respect  to 
replacements,  renewals,  betterments,  extensions  or  additions 
whereof  or  whereto,  First  Mortgage  Bonds  shall  be  authenti¬ 
cated  and  delivered  or  moneys  deposited  hereunder  shall  be 
paid  out  under  any  of  the  provisions  of  this  indenture  ;  and 
all  replacements,  renewals,  betterments  and  additions  of  or 
to  any  of  the  property  now  or  at  any  time  hereafter  sub¬ 
ject  to  the  lien  of  this  mortgage ;  and  all  of  the  estate, 
right,  title,  interest,  property,  possession,  claim  and  demand 
whatsoever,  as  well  at  law  as  in  equity,  of  the  Terminal  Com¬ 
pany  of,  in  and  to  said  property  and  every  part  and  parcel 
thereof. 

VIII.  All  rents,  issues,  profits,  tolls  and  other  income  of  the 
mortgaged  property,  interests  and  rights,  whether  now  owned 
or  hereafter  acquired  by  the  Terminal  Company,  and  all 
franchises,  rights,  privileges  and  immunities  of  every  kind  and 
description,  whether  now  owned  or  hereafter  acquired  or  pos¬ 
sessed  by  the  Terminal  Company,  appertaining  to  or  for  en¬ 
joyment  in  connection  with  any  of  said  property,  interests  or 
rights. 

IX.  Any  and  all  other  property  of  every  kind  or  nature 
from  time  to  time  hereafter  by  delivery  or  by  writing  of  any 
kind  for  the  purposes  hereof  conveyed,  mortgaged,  pledged, 
assigued  or  transferred  by  the  Terminal  Company  or  by  any  one 
in  its  behalf,  or  with  its  written  consent,  to  the  Trustee,  who 
is  hereby  authorized  to  receive  any  such  property  at  any  and 
all  times  as  and  for  additional  security,  and  also,  when  and  as 


29 


hereinafter  provided,  as  substituted  security  hereunder  ;  except 
as  otherwise  herein  expressly  provided,  said  conveyance,  mort¬ 
gage,  pledge,  assignment  or  transfer  by  the  Terminal  Com¬ 
pany  or  by  any  one  on  its  behalf,  or  with  its  written  consent, 
pursuant  to  the  provisions  of  this  clause,  of  any  property  as 
and  for  additional  security,  may  be  made  subject  to  any  reser¬ 
vations,  limitations,  conditions  and  provisions  which  shall  be 
set  forth  in  an  instrument  in  writing  then  to  be  executed  by 
the  Terminal  Company  or  any  person  or  corporation  convey¬ 
ing,  assigning,  mortgaging,  pledging  or  transferring  the  same 
and  by  the  Trustee  respecting  the  use,  management  and  dis¬ 
position  of  such  additional  property  and  the  proceeds  thereof. 

Together  with  all  of  the  appurtenances  to  the  property  Appurte- 

L  A  x  J  nances. 

above  described. 

To  have  and  to  hold  the  premises,  properties,  estates Habenaum. 
(real  and  personal),  interests,  immunities,  franchises,  rights, 
powers,  privileges  and  appurtenances  hereby  conveyed  or 
assigned,  or  intended  to  be  conveyed  or  assigned  (all  whereof, 
together  with  any  monies  or  other  things  of  value  held  or 
which  should  be  held  upon  deposit  hereunder  as  provided 
herein,  taken  collectively  are  herein  sometimes  referred  to  as 
the  “  trust  estate  ”),  to  the  Trustee,  its  successors  in  the  trust 
and  its  or  their  assigns  forever. 

In  trust,  nevertheless,  for  the  common  and  equal  use, Grant  ln  trust- 
benefit  and  security  of  all  and  singular  the  person  or  per¬ 
sons,  firm  or  firms,  bodies  politic  or  corporate,  who  shall  from 
time  to  time  be  holders  of  said  First  Mortgage  Bonds  or 
coupons,  without  preference  of  any  of  said  bonds  over  any 
of  the  others  by  reason  of  priority  in  the  time  of  issue  or 
negotiation  thereof,  or  otherwise,  subject,  however,  to  the 
terms,  provisions  and  stipulations  in  said  bonds  contained, 
and  for  the  uses  and  purposes  and  upon  and  subject  to  the 


30 


terms,  conditions,  provisions  and  agreements  in  this  indenture 
expressed  and  declared. 

It  is  hereby  covenanted  and  declared  that  all  such  bonds 
are  to  be  executed,  authenticated  and  delivered,  and  that  the 
mortgaged  property  and  premises  are  to  be  lield  and  disposed 
of  by  the  Trustee,  subject  to  the  further  covenants,  condi¬ 
tions,  uses  and  trusts  hereinafter  set  forth,  and  the  Terminal 
Company  hereby  covenants  and  agrees  to  and  with  the 
Trustee,  and  for  tlie  benefit  of  the  respective  holders  from 
time  to  time  of  bonds  issued  hereunder,  as  follows  : 


ARTICLE  FIRST. 


Execution  of 
bonds. 


Adoption  of 
acts  of  officers. 


Section  1.  From  time  to  time  the  First  Mortgage  Bonds 
shall  be  executed  on  behalf  of  the  Terminal  Company,  and 
delivered  to  the  Trustee  for  authentication  by  it,  and 
thereupon,  as  provided  in  Article  Second  hereof  and  not  other¬ 
wise,  the  Trustee  shall  authenticate  and  deliver  the  same.  The 
amount  of  the  First  Mortgage  Bonds  which  may  be  executed 
by  the  Terminal  Company  and  authenticated  by  the  Trustee  is 
limited,  so  that  never  at  any  one  time  (except  as  permitted  by 
the  terms  of  Section  8  of  this  Article  First)  shall  there  be  out¬ 
standing  under  this  mortgage  First  Mortgage  Bonds  for  an  aggre¬ 
gate  principal  amount  exceeding  the  sum  of  Seven  Million 
Five  Hundred  Thousand  Dollars  ($7,500,000).  The 
First  Mortgage  Bonds  shall  bear  interest  at  the  rate  of  five  per 
centum  per  annum,  and  such  interest  shall  be  payable  semi¬ 
annually  on  the  first  day  of  March  and  the  first  day  of  Sep¬ 
tember  in  each  year. 

In  case  the  officers  of  the  Terminal  Company  who  shall 
have  signed  and  sealed  any  of  the  First  Mortgage  Bonds 
shall  cease  to  be  such  officers  of  the  Terminal  Company 
before  the  bonds  so  signed  and  sealed  shall  have  been  actually 
authenticated  and  delivered  by  the  Trustee,  such  bonds 
may,  nevertheless,  be  adopted  by  the  Terminal  Company 


31 


and  be  authenticated  and  delivered  and  issued,  as  though 
the  persons  who  signed  and  sealed  such  bonds  had  not 
ceased  to  be  officers  of  the  Terminal  Company.  The 

coupons  to  be  attached  to  such  bonds  shall  be  authenticated  Authentication 

A  of  coupons. 

by  the  engraved  fac-simile  of  the  signature  of  the  present  Treas¬ 
urer  or  of  any  future  Treasurer  of  the  Terminal  Company, 
and  the  Terminal  Company  may  adopt  and  use  for  that  purpose 
the  engraved  fac-simile  of  the  signature  of  any  person  who 
shall  have  been  such  Treasurer,  notwithstanding  the  fact  that 
he  may  have  ceased  to  be  such  Treasurer  at  the  time  when 
such  bonds  shall  be  actually  authenticated  and  delivered. 

Only  such  bonds  as  shall  bear  thereon  endorsed  a  certificate 
substantially  in  the  form  hereinbefore  recited,  executed  by  the 
Trustee,  shall  be  secured  by  this  mortgage  or  entitled  to  any  Authentication 
lien,  right  or  benefit  hereunder  ;  and  such  authentication  by 
the  Trustee  upon  any  such  bond  shall  be  conclusive  evidence 
that  the  bond  so  authenticated  has  been  duly  issued  here¬ 
under  and  that  the  holder  is  entitled  to  the  benefit  of  the 
trust  hereby  created.  Before  authenticating  or  delivering  any 
coupon  bond,  all  coupons  thereon  then  matured  shall  be  cut 
off  and  cancelled  and,  on  its  written  demand,  delivered  to  the 
Terminal  Company.  On  request  of  the  Terminal  Company, 
but  within  the  limitations  hereinafter  prescribed,  First  Mort¬ 
gage  Bonds  shall  be  authenticated  and  delivered  hereunder  in 
advance  of  the  registration  or  recording  of  this  supplemental 
indenture,  but  the  Terminal  Company,  with  all  convenient 
speed,  shall  cause  this  indenture  to  be  duly  registered  and 
recorded. 

Section  2.  At  the  option  of  the  Terminal  Company,  from 
time  to  time,  any  of  the  First  Mortgage  Bonds  may  be 
executed,  authenticated  and  delivered  either  as  coupon  bonds 
or  as  registered  bonds.  The  coupon  bonds  may  be  issued 
in  the  denomination  of  $1,000,  $500  and  $100.  From  all  Denominations 

of  coupon 

coupon  bonds  of  the  denomination  of  $500  and  $100  thet,ouds- 


32 


Numbering  of 
$1,000  bonds. 


Issue  of  $500 
bonds. 


Endorsement 
on  $500  bonds. 


Issue  of  $100 
bonds. 


provisions  for  the  exchange  of  such  bonds  for  registered 
bonds  without  coupons  shall  be  omitted.  The  coupon  bonds 
for  $1,000  shall  be  numbered  “  1  ”  and  consecutively  upwards 
as  the  same  shall  be  issued  or  held  in  reserve  against  coupon 
bonds  for  $500  or  $100  or  registered  bonds  (the  number  so 
borne  by  any  bond  being  herein  referred  to  as  its  “  issue 
number  ”). 

In  the  event  of  the  issue  of  any  coupon  First  Mortgage 
Bonds  of  the  denomination  of  $500,  there  shall  be  reserved 
from  authentication  and  delivery  a  coupon  bond  of  the  denom¬ 
ination  of  $1,000  for  every  two  bonds  of  the  denomination  of 
$500  so  issued,  and  the  issue  number  borne  by  the  $1,000 
bond  so  reserved  shall  be  borne  by  both  said  $500  bonds  ; 
such  issue  number  to  be  immediately  followed  in  the  case  of 
one  of  such  bonds  by  the  letters  AA  and  in  the  case  of  the 
other  by  the  letters  BB.  Every  such  coupon  bond  of  the  de¬ 
nomination  of  $500  shall  bear  thereon  an  endorsement  sub¬ 
stantially  to  the  following  effect  : 

“  For  this  bond  and  one  other  of  the  same  denomi¬ 
nation  and  issue  number  bearing  affixed  letters  AA  and 
BB,  a  coupon  bond  for  $1,000  is  held  in  reserve  and  is 
not  contemporaneously  outstanding,  and  on  the  sur¬ 
render  and  cancellation  of  two  $500  bonds  a  coupon 
bond  for  $1,000  will  be  issued  in  exchange  therefor 
bearing  the  lowest  issue  number  reserved  for  such  pur¬ 
pose.” 

In  the  event  of  the  issue  of  any  coupon  First  Mortgage 
Bonds  of  the  denomination  of  $100,  there  shall  be  reserved 
from  authentication  and  delivery  a  coupon  bond  of  the  denomi¬ 
nation  of  $1,000  for  every  teu  bonds  of  the  denomination  of 
$100  so  issued,  and  the  issue  number  borne  by  the  $1,000 
bond  so  reserved  shall  be  borne  by  all  said  teu  $100  bonds  ; 
such  issue  number  to  be  immediately  followed  in  the  case  of 
one  of  such  $100  bonds  by  the  letter  “  A  ”,  and  in  the  case  of 
the  others  by  the  letter  “  B  ”  and  consecutively  onwards. 


33 


Every  such  coupon  bond  of  tlie  denomination  of  $100  shall 
bear  thereon  an  endorsement  substantially  to  the  following 
effect : 


“  For  this  bond  and  nine  other  bonds  of  the  same  Endorsement 
denomination  and  issue  number  bearing  amxed  letters 
‘  A  ’  to  ‘  J  a  coupon  bond  for  $1,000  is  held  in  re¬ 
serve  and  is  not  contemporaneously  outstanding,  and 
on  the  surrender  and  cancellation  of  ten  $100  bonds  a 
coupon  bond  for  $1,000  will  be  issued  in  exchange 
therefor  bearing  the  lowest  issue  number  reserved  for 
such  purpose.” 

Whenever  two  coupon  bonds  for  $500  each  or  ten  coupon  issue  of  $1,000 

bonds  in 

bonds  for  $100  each  (not  necessarily  bearing  the  same  issue  exchange  for 
v  J  ii  $500  or  $100 

number  of  a  $1,000  bond),  with  all  unmatured  coupons  thereto bonds- 
belonging,  shall  be  surrendered  for  exchange  for  a  coupon 
bond  of  the  denomination  of  $1,000,  the  Terminal  Company 
shall  issue  and  the  Trustee  shall  authenticate  and  deliver  a 
coupon  bond  of  the  denomination  of  $1,000  with  all  un¬ 
matured  coupons  thereto  attached,  which  shall  be  the  bond 
so  held  in  reserve  bearing  the  lowest  issue  number,  and  said 
bond  shall  bear  substantially  the  following  endorsement: 

“  This  bond  is  issued  in  lieu  of  and  in  exchange 
for  two  bonds  of  the  denomination  of  $500  each  or 
ten  bonds  of  the  denomination  of  $100  each,  bear¬ 
ing  issue  numbers  and  letters _ , 

none  of  which  is  at  present  outstanding.” 

If  the  Terminal  Company  shall  in  its  discretion  (as  it  may)  Issueof  ,50o 

determine  to  issue  coupon  First  Mortgage  Bonds  of  the  m  exchange53 

1  .  for  $1,000 

denomination  of  $500  or  $100  each  in  exchange  for  any'30n(is- 
coupon  bond  of  the  denomination  of  $1,000,  then  on  the 
surrender  for  exchange  of  any  such  coupon  bond  of  the 
denomination  of  $1,000,  with  all  unmatured  coupons  thereto 
belonging,  the  Terminal  Company  may  issue,  and  the  Trustee 
shall,  at  the  request  of  the  Terminal  Company,  authenticate 
and  deliver,  in  exchange  for  such  coupon  bond  for 
$1,000,  two  coupon  bonds  for  $500  each  or  ten 


34 


Terminal 
Company  may 
adopt  different 
method  of 
exchange  or 
forms  of 
endorsement. 


coupon  bonds  for  $100  each,  with  all  unmatured 
coupons,  and,  if  said  coupon  bond  for  $1,000  shall  not 
have  been  previously  issued  in  exchange  for  coupon  bonds 
of  the  denomination  of  $500  or  $100  then  said  two  coupon 
bonds  for  $500  or  said  ten  coupon  bonds  for  $100  shall  bear 
the  issue  number  borne  by  the  coupon  bond  for  $1,000  so 
surrendered  ;  but  if  said  coupon  bond  for  $1,000  shall  have 
been  previously  issued  in  exchange  for  coupon  bonds  of  the 
denomination  of  $500  or  $100  then  each  of  said  coupon  bonds 
for  $500  or  $100  shall  bear  an  issue  number  corresponding 
with  the  issue  numbers  of  the  coupon  bonds  for  $500  or 
$100  previously  surrendered  for  exchange  and  specified  in  the 
endorsement  on  the  coupon  bond  of  the  denomination  of 
$1,000  so  surrendered.  In  every  case  of  surrender  of  cou¬ 
pon  bonds  the  Trustee  shall  forthwith  cancel  the  surrendered 
bond  or  bonds  and  coupons,  and  upon  demand  shall  deliver 
the  same  to  the  Terminal  Company. 

Anything  in  this  indenture  contained  to  the  contrary  not¬ 
withstanding,  the  Terminal  Compan}'  may,  with  the  approval 
of  the  Trustee  and  prior  to  the  exchange  of  any  coupon 
bonds  for  $1,000  for  coupon  bonds  for  $500  or  $100,  or 
of  coupon  bonds  for  $500  or  $100  for  coupon  bonds  for 
$1,000,  adopt  such  other  or  different  method  for  the  making 
of  such  exchange  or  endorse  such  other  or  different  texts 
on  the  bonds  with  respect  to  such  exchange  as  may 
comply  with  the  rules  of  any  stock  exchange  or  to  con¬ 
form  to  usage  with  respect  thereto,  and  any  such  method 
of  exchange  and  forms  of  endorsement  as  may  be  so  adopted 
by  the  Board  of  Directors  or  Executive  Committee  of  the  Ter¬ 
minal  Company  with  the  approval  of  the  Trustee  shall  super¬ 
sede  and  take  the  place  of  the  method  of  exchange  and  forms 
of  endorsement  hereinbefore  in  this  Section  2  specifically  set 
forth,  and  the  exchange  and  endorsement  of  bonds  in  such 
manner  as  may  be  adopted  as  aforesaid  by  the  Terminal  Com¬ 
pany  with  the  approval  of  the  Trustee  shall  be  taken  and  con- 


35 


sidered  to  be  compliance  with  the  foregoing  provisions  and 
terms  of  this  indenture. 

Section  3.  All  of  the  First  Mortgage  Bonds  shall  be  pay- Bonds  may  be 

00  made  payable 

able  both  as  to  principal  and  interest  at  the  office  or  agency  of lnotberplaces- 
the  Terminal  Company  in  the  Borough  of  Manhattan  in  the 
City  of  New  York,  and  all  or  any  of  the  First  Mortgage  Bonds 
may,  at  the  election  of  the  Terminal  Company,  expressed  by 
resolution  of  its  Board  of  Directors  or  its  Executive  Com¬ 
mittee,  be  also  made  payable  both  as  to  principal  and  interest, 
or  as  to  principal  or  interest,  at  the  holders’  option  at 
such  other  place  or  places  and  at  such  fixed  reasonable  rate  or 
rates  of  exchange  or  in  such  fixed  amounts  in  European 
or  other  money  as  shall  be  determined  by  the  Board  of  Direc¬ 
tors  or  Executive  Committee  of  the  Terminal  Company  to  be 
reasonably  equivalent  to  the  amount  of  United  States  gold 
coin  named  in  said  bonds  and  coupons  and  as  shall  be  ex¬ 
pressed  in  said  bonds.  All  of  the  First  Mortgage  Bonds  shall 
be  expressed  in  the  English  language  and  they  or  any  of  them 
may  also  be  expressed  in  any  other  language  or  languages  in 
which  case  the  English  text  shall  govern  in  the  construction 
thereof  and  both  or  all  the  texts  shall  constitute  but  a  single 
obligation. 

Section  4.  The  Terminal  Company  will  keep,  at  an  office  Registration  of 

coupon  bonds. 

or  agency  to  be  maintained  by  it  in  the  Borough  of  Man¬ 
hattan,  in  the  City  of  New  York,  or  at  some  bank  or  trust 
company  in  said  Borough,  a  sufficient  register  or  registers  for 
the  registration  and  transfer  of  First  Mortgage  Bonds,  and 
such  register  or  registers  shall  at  all  reasonable  times  be 
open  for  inspection  by  the  Trustee ;  and,  upon  presentation 
for  such  purposes,  the  Terminal  Company  will,  under  such 
reasonable  regulations  as  it  may  prescribe,  register  as  to 
principal  any  coupon  First  Mortgage  Bond. 

The  holder  of  any  coupon  First  Mortgage  Bond  may  have 


the  ownership  thereof  registered  on  said  books  of  the  Terminal 
Company  at  its  said  office  or  agency  and  such  registration 
noted  on  tlie  bond.  After  sucli  registration,  no  transfer  shall 
be  valid  unless  made  on  said  books  by  the  registered  owner, 
in  person  or  by  his  attorney  duly  authorized,  and  similarl}' 
noted  on  tbe  bond.  Upon  presentation  to  tbe  bond  registrar 
of  the  Terminal  Company,  at  such  office  or  agency,  of  any  such 
coupon  bond  registered  as  to  principal,  accompanied  by  de¬ 
livery  of  a  written  instrument  of  transfer  in  a  form  approved 
by  the  Terminal  Company,  executed  by  the  registered  owner, 
such  bond  shall  be  transferred  upon  such  register  by  the  reg¬ 
istered  owner,  in  person  or  by  attorney  duly  authorized,  and 
such  transfer  shall  be  noted  by  such  bond  registrar  upon  the 
bond.  The  registered  owner  of  any  such  coupon  bond,  regis¬ 
tered  as  to  principal,  also  shall  have  the  right  to  cause  the 
same  to  be  registered  as  payable  to  bearer,  in  which  case 
transferability  by  delivery  shall  be  restored,  and  thereafter  the 
principal  of  such  bond  when  due  shall  be  payable  to  the  per¬ 
son  presenting  the  bond ;  but  any  such  bond  registered  as 
payable  to  bearer  may  be  registered  again  in  the  name  of  the 
owner  with  the  same  effect  as  a  first  registration  thereof. 
Successive  registrations  and  transfers  as  aforesaid  may  be 
made  from  time  to  time  as  desired,  and  each  registration  of  a 
bond  shall  be  noted  by  the  bond  registrar  on  the  bond.  Reg¬ 
istration  of  any  of  the  coupon  First  Mortgage  Bonds  as  to 
principal,  however,  shall  not  affect  the  negotiability  by  deliv¬ 
ery  merely  of  the  coupons  belonging  to  such  bond,  but  every 
such  coupon  shall  continue  to  pass  by  delivery  and  shall  re¬ 
main  payable  to  bearer. 

In  case  the  Terminal  Company  shall  fail  to  keep  such  a 
register  in  the  Borough  of  Manhattan,  City  of  New  York,  or  to 
advise  the  Trustee  of  the  location  thereof,  registration  as 
hereinabove  provided  may  be  had  at  the  office  of  the  Trustee 
which  in  that  event  may  act  as  bond  registrar. 


37 


Section  5.  The  registered  bonds  may  be  issued  in  the  de-  Registered 

°  J  bonds. 

nominations  of  11,000,  $5,000,  $10,000  and  such  multiples  of 

$10,000  as  the  Board  of  Directors  or  Executive  Committee  of  the 

Terminal  Company  .may  from  time  to  time  authorize.  They 

shall  respectively  be  dated  the  day  of  their  issue,  and  shall  bear 

interest  from  the  first  day  of  March  or  September,  as  the  case 

may  be,  next  preceding  the  date  of  the  bonds,  unless  dated 

March  1st  or  September  1st,  and  in  that  event  from  the  date 

thereof.  Whenever  any  bond  shall  be  issued  originally  as  a  Reservation  of 

coupon  bonds. 

registered  bond  without  coupons,  a  coupon  bond  or  bonds  for 
$1,000  eacli  of  like  principal  amount  shall  be  reserved  by  the 
Terminal  Company,  unissued,  and  the  issue  number  or  num¬ 
bers  of  the  coupon  bond  or  bonds  so  reserved  unissued  shall  by 
the  Terminal  Company  be  endorsed  on  such  registered  bond. 

Every  registered  bond  of  the  denomination  of  $1,000  shall  Endorsement 
4/0  on  registered 

bear  thereon  an  endorsement  in  substantially  the  following bonas- 
form  : 


“  This  bond  is  issued  in  lieu  of  or  in  exchange  for 
coupon  bond  No.  for  $1,000,  which  bond  is 

not  contemporaneously  outstanding ;  and  a  coupon 
bond  of  the  denomination  of  $1,000  bearing  said  issue 
number  will  be  issued  in  exchange  for  this  bond  upon 
its  surrender  and  cancellation.” 

Every  registered  bond  of  the  denomination  of  $5,000  or 
$10,000  or  a  multiple  of  $10,000  shall  bear  thereon  an  endorse¬ 
ment  in  substantially  the  following  form  : 

“  This  bond  is  issued  in  lieu  of  or  in  exchauge  for 
coupon  bonds  Nos.  for  $1,000  each,  none 

of  which  bonds  is  contemporaneously  outstanding  ;  and 
coupon  bonds  of  the  denomination  of  $1,000  bearing 
said  issue  numbers  will  be  issued  in  exchange  for  this 
bond  upon  its  surrender  and  cancellation.” 

Whenever  anv  such  registered  bond  shall  be  surrendered  for  Transfer  of 
“  _  registered 

transfer,  the  Terminal  Company  shall  issue  and  the  Trustee l)on<is- 
shall  authenticate  and  deliver,  upon  surrender  and  cancella¬ 
tion  of  the  bond  transferred,  a  new  registered  bond  or  new 


38 


Issue  of  coupon 
bonds  in  ex¬ 
change  for 
registered 
bonds. 


Issue  of 
registered 
bonds  in 
exchange  for 
coupon  bonds. 


Charges  for 
exchange  and 
transfers  of 
bonds. 


registered  bonds  of  a  like  principal  amount,  which  shall 
have  endorsed  thereon  the  same  issue  number  or  numbers 
of  a  coupon  bond  or  bonds  which  were  endorsed  upon  the 
registered  bond  so  surrendered  and  cancelled.  The  registered 
owner  of  any  registered  bond  may  also  exchange  said 
bond,  upon  surrender  and  cancellation  thereof,  for  a  coupon 
bond  or  bonds  of  the  denomination  of  $1,000  each  of  an  aggre¬ 
gate  principal  amount  equal  to  the  principal  amount  of  the 
registered  bond  so  surrendered,  bearing  all  unmatured  coupons 
for  interest,  and  bearing  the  issue  number  or  numbers  en¬ 
dorsed  upon  the  registered  bond  so  surrendered  and  can¬ 
celled.  Whenever  any  coupon  bond  or  bonds  of  the  denomi¬ 
nation  of  $1,000  each,  aggregating  in  principal  amount  a 
denomination  in  which  registered  bonds  are  issuable  here¬ 
under,  together  with  all  unmatured  coupons  thereto  belonging, 
shall  be  surrendered  for  exchange  for  a  registered  bond 
without  coupons,  the  Terminal  Company  shall  issue  and  the 
Trustee  shall  authenticate  and  deliver,  in  exchange  for  such 
coupon  bond  or  bonds,  a  registered  bond  of  a  principal  amount 
equal  to  the  aggregate  principal  amount  of  the  coupon  bonds 
so  surrendered,  which  shall  have  endorsed  thereon  the  issue 
number  or  numbers  borne  by  the  coupon  bond  or  bonds  so 
surrendered  for  exchange.  In  every  case  of  such  exchange, 
the  Trustee  forthwith  shall  cancel  the  surrendered  bonds  and 
coupons,  and  upon  demand  shall  deliver  the  same  to  the  Ter¬ 
minal  Company. 

For  any  exchange  of  coupon  bonds  for  registered  bonds 
without  coupons,  or  of  such  registered  bonds  for  coupon 
bonds,  or  of  coupon  bonds  of  one  denomination  for 
coupon  bonds  of  a  different  denomination,  and  for  any 
transfer  of  such  registered  bonds  without  coupons,  the 
Terminal  Company,  at  its  option,  may  require  the  pay¬ 
ment  of  a  sum  sufficient  to  reimburse  it  for  any  stamp  tax  or 
other  governmental  chai’ge,  and  also  of  a  further  sum  not  ex¬ 
ceeding  one  dollar  for  each  new  bond  issued  upon  such  ex¬ 
change  or  transfer. 


39 


Anything  in  this  indenture  contained  to  the  contrary  not-  Terminal 

Company  may 

withstanding,  the  Termiual  Company  may,  with  the  approval  ^e°Pt  different 
of  the  Trustee  and  prior  to  the  exchange  of  any  coupon  forms  ofe  and 
bonds  for  registered  bonds  without  coupons,  or  of  such 
registered  bonds  for  coupon  bonds,  adopt  such  other  or 
different  method  for  the  making  of  such  exchange  or  endorse 
such  other  or  different  texts  on  the  bonds  with  respect 
to  such  exchange  as  may  comply  with  the  rules  of 
any  stock  exchange,  or  to  conform  to  usage  with  respect 
thereto,  and  any  such  method  of  exchange  and  forms  of  en¬ 
dorsement  as  may  be  so  adopted  by  the  Board  of  Directors 
or  Executive  Committee  of  the  Termiual  Company  with  the 
approval  of  the  Trustee  shall  supersede  and  take  the  place  of 
the  method  of  exchange  and  forms  of  endorsement  herein¬ 
before  in  this  Section  5  specifically  set  forth,  and  the  exchange 
and  endorsement  of  bonds  in  such  manner  as  may  be  adopted 
as  aforesaid  by  the  Terminal  Company  with  the  approval  of 
the  Trustee  shall  be  taken  and  considered  to  be  compliance 
with  the  foregoing  provisions  and  terms  of  this  indenture. 


Section  6.  As  to  all  registered  bonds  without  coupons  and  ownership  of 
all  coupon  bonds  registered  as  to  principal,  the  person  in 
whose  name  the  same  shall  be  registered  on  the  books  of  the 
Terminal  Company  shall,  for  all  purposes  of  this  indenture,  be 
deemed  and  regarded  as  the  owner  thereof,  and  thereafter  pay¬ 
ment  of  or  on  account  of  the  principal  of  such  bond,  if  it  be  a 
registered  coupon  bond,  and  of  the  principal  and  interest,  if  it 
be  a  registered  bond  without  coupons,  shall  be  made  only  to 
or  upon  the  order  of  such  registered  owner  thereof,  but  such 
registration  may  be  changed  as  above  provided.  All  such 
payments  shall  be  valid  and  effectual  to  satisfy  and  dis¬ 
charge  the  liability  upon  such  bonds  to  the  extent  of  the 
sum  or  sums  so  paid.  The  Terminal  Company  and  the 
Trustee  may  deem  and  treat  the  bearer  of  any  coupon  bond 
which  shall  not  at  the  time  be  registered  as  to  principal  and 


40 


the  bearer  of  any  coupon  for  interest  on  any  coupon  bond, 
whether  such  bond  shall  be  registered  or  not,  as  the  abso¬ 
lute  owner  of  such  bond  or  coupon  for  the  purpose  of  re¬ 
ceiving  payment  thereof,  and  for  all  other  purposes  whatso¬ 
ever,  and  the  Terminal  Company  and  the  Trustee  shall  not 
be  affected  by  any  notice  to  the  contrary. 


Temporary 

bonds. 


Section  7.  Until  definitive  engraved  First  Mortgage 
Bonds  can  be  prepared,  the  Terminal  Company  may  execute 
and,  upon  the  request  of  the  Terminal  Company,  the  Trus¬ 
tee  shall  authenticate  and  deliver,  in  lieu  of  such  definitive 
engraved  bonds  and  subject  to  the  same  provisions,  limita¬ 
tions  and  conditions,  temporary  bonds  of  any  denomina¬ 
tion,  substantially  of  the  tenor  and  form  of  the  bonds  here¬ 
inbefore  recited,  but  without  coupons,  and  with  appropriate 
omissions,  insertions  and  variations,  as  may  be  required.  The 
temporary  bonds  until  they  shall  be  exchangeable  for  the 
definitive  engraved  bonds  herein  provided  for  shall  be 
exchangeable  for  other  temporary  bonds  of  a  like  prin¬ 
cipal  amount  of  the  same  or  different  denominations.  The 
Terminal  Company,  at  its  own  expense,  shall  prepare  and 
execute,  and  upon  surrender  of  such  temporary  bonds  and 
cancellation  of  such  surrendered  bonds,  the  Trustee  shall 
authenticate  and  shall  deliver  in  exchange  therefor,  definitive 
engraved  First  Mortgage  Bonds,  for  the  same  principal  sum 
in  the  aggregate  as  the  temporary  bonds  surrendered  and 
otherwise  in  accordance  with  said  temporary  bonis,  and,  until 
so  exchanged,  the  temporary  bonds  shall,  in  all  respects,  be 
entitled  to  the  same  lien  and  security  of  this  mortgage  as 
definitive  engraved  bonds  issued  and  authenticated  hereunder, 
and  interest,  when  and  as  payable,  shall  be  paid  and  such 
payment  endorsed  thereon.  The  authentication  by  the  Trus¬ 
tee  on  any  such  temporary  bond  shall  be  conclusive  evidence 
and  the  only  evidence  that  the  temporary  bond  so  authenti¬ 
cated  has  been  duly  issued  hereunder  and  that  the  holder  is 
entitled  to  the  benefit  of  the  trust  hereby  created. 


41 


Section  8.  In  case  any  coupon  bond  issued  under  this  in- Replacing 

Ponds 

denture,  with  the  coupons  thereto  appertaining,  or  any  regis-  mutilated, or 
tered  bond  without  coupons,  shall  become  mutilated  or  belost‘ 
destroyed  or  lost,  the  Terminal  Companj',  in  its  discretion, 
may  execute,  and  thereupon  the  Trustee  shall  authenticate 
and  deliver,  a  new  bond  of  like  tenor  and  date,  bearing  the 
same  issue  number,  in  exchange  and  substitution  for,  and 
upon  cancellation  of,  the  mutilated  coupon  bond  and  its 
coupons  or  the  mutilated  registered  bond,  or  in  lieu  of  and 
substitution  for,  the  coupon  bond  and  its  coupons  or  the 
registered  bond  so  destroyed  or  lost.  In  case  any  temporary 
bond  issued  under  this  indenture  shall  be  destroyed  or  lost, 
the  Terminal  Company  in  its  discretion  may  execute  and 
thereupon  the  Trustee  shall  authenticate  and  ileliver  a  new 
temporary  bond  of  like  tenor  and  amount  or  (in  the  event  that 
the  definitive  engraved  First  Mortgage  Bonds  are  at  the  time 
ready  for  delivery)  definitive  engraved  First  Mortgage  Bonds 
for  the  same  principal  sum  in  the  aggregate  as  the  temporary 
bond  so  destroyed  or  lost  or  otherwise  corresponding  there¬ 
with,  in  lieu  of  and  in  substitution  for  said  temporary  bond 
so  destroyed  or  lost.  The  applicant  for  any  such  substituted 
bond  shall  furnish  the  Terminal  Company  and  the  Trustee 
evidence  of  the  destruction  or  loss  of  such  coupon  bond  and  its 
coupons  or  of  such  registered  bond  or  of  such  temporary  bond 
so  destroyed  or  lost,  which  evidence  shall  be  satisfactory  to  the 
Terminal  Company  and  the  Trustee,  respectively,  in  the  exer¬ 
cise  of  their  uncontrolled  discretion  ;  and  said  applicant  shall 
also  furnish  indemnity  satisfactory  to  the  Terminal  Company 
and  the  Trustee  in  the  exercise  of  their  like  discretion,  and 
shall  comply  with  such  other  reasonable  regulations  as  the 
Terminal  Company  or  the  Trustee  may  prescribe.  The  Trustee 
shall  incur  no  liability  for  anything  done  or  refused  to  be 
done  under  this  Section  8. 


42 


ARTICLE  SECOND. 

issue  of  bonds.  The  Trustee  shall  authenticate  the  First  Mortgage  Bonds 
and  deliver  the  same  pursuant  to  the  provisions  of  this  Article 
Second. 

$6,000,000 bonds  Section  1.  $6,000,000  principal  amount  of  the  First  Mort- 

to  be  pledged  £  c 

security  tor1  gage  Bonds  shall  forthwith  upon  the  execution  and  delivery  of 

Terminal  •  • 

company’s  this  supplemental  indenture  be  pledged  by  the  Terminal  Com- 

ooid  Notes.  11  _  1 

pany  as  collateral  security  for  the  payment  of  an  issue  of  Six 
Per  Cent.  Three-Year  Gold  Notes  (herein  called  the  “  Gold 
Notes”)  of  tlie  Terminal  Company,  limited  to  the  aggregate 
principal  amount  of  $5,000,000  at  any  one  time  outstanding, 
to  be  issued  under  and  secured  by  a  trust  agreement  dated 
January  2,  1915,  which  is  simultaneously  with  the  exe¬ 
cution  and  delivery  hereof  being  entered  into  by  the  Ter¬ 
minal  Company  and  Bankers  Trust  Company  as  trustee ; 
and  the  Trustee  shall,  upon  the  written  order  of  the  Terminal 
Company  signed  by  its  President  or  a  Vice-President,  authen¬ 
ticate  $6,000,000  principal  amount  of  the  First  Mortgage 
Bonds  and  deliver  the  same  to  Bankers  Trust  Company  as 
such  trustee  ;  provided  that,  prior  to  or  simultaneously  with 
the  authentication  and  delivery  of  said  $6,000,000  principal 
amount  of  bonds,  the  temporary  bond  for  $5,000,000  face 
amount  issued  under  the  mortgage  or  deed  of  trust  to  which 
this  indenture  is  supplemental  as  hereinabove  recited  shall  be 
delivered  to  the  Trustee  hereunder  and  cancelled.  And  each 
and  all  of  the  holders  of  the  First  Mortgage  Bonds  to  be  issued 
hereunder  by  the  acceptance  thereof,  and  as  well  the  parties 
hereto,  expressly  agree  that  said  $6,000,000  principal  amount 
of  First  Mortgage  Bonds  so  to  be  delivered  and  pledged  may 
be  so  pledged  and  may  be  held,  controlled,  disposed  of  and 
otherwise  dealt  with  in  the  manner  and  with  the  effect  provided 
in  said  trust  agreement  between  the  Terminal  Company  and 


43 


Bankers  Trust  Company  as  trustee,  in  this  paragraph  above 
mentioned. 

The  net  proceeds  of  the  sale  of  the  Gold  Notes  of  the  Ter- Net  proceeds  of 

Gold  Notes  to 

minal  Company  required  by  the  terms  of  said  trust  agreement  ^reundefed 
to  be  paid  to  and  deposited  with  the  Trustee  hereunder,  or  for 
the  account  of  the  Trustee  hereunder  with  one  of  the  deposi¬ 
taries  designated  as  provided  in  Section  3  of  this  Article 
Second,  shall  be  received  by  or  subject  to  the  order  of  the 
Trustee  hereunder  and  shall  be  held  and  disposed  of  as  in 
Sections  3  and  4  of  this  Article  Second  provided. 

In  the  event  that,  upon  the  payment  of  all  the  outstanding 
Gold  Notes  and  the  satisfaction  and  discharge  of  said  trust 
agreement,  the  Terminal  Company  shall  receive,  as  permitted 
by  said  trust  agreement,  any  of  the  First  Mortgage  Bonds 
which  shall  have  been  pledged  thereunder  or  any  moneys 
which  shall  have  been  derived  from  the  sale  of  the  First 
Mortgage  Bonds  so  pledged,  or  the  enforcement  otherwise  of 
said  trust  agreement,  and  shall  not  be  needed  for  the  satis¬ 
faction  thereof,  the  Terminal  Company  may  retain  and  apply, 
free  from  any  of  the  restrictions  of  this  indenture,  the  bonds 
and  moneys  so  received. 


Section  2.  $1,500,000  principal  amount  of  the  First  Mort- $li50o,ooo ponds 

issuable  under 

gage  Bonds,  being  the  remaining  bonds  authorized  to  be  issued  secs.  2  and  4. 


under  this  mortgage,  may  be  authenticated  and  delivered  by  the 
Trustee  from  time  to  time  under  this  Section  2  or  under  Section 


4  of  this  Article  Second,  or  in  part  under  this  Section  2  and  in 
part  under  said  Section  4. 

First  Mortgage  Bonds  to  be  authenticated  and  delivered  sale  or  bonds 

.  .  .  and  deposit  oi 

under  this  Section  2  may  from  time  to  tune  be  sold  by  the  net  proceeds. 

Terminal  Company  for  cash,  and  upon  the  delivery  to  the 

Trustee  of 


(«)  a  certified  copy  of  a  resolution  of  the  Board  of 
Directors  or  Executive  Committee  of  the  Terminal 


44 


Company  calling  for  the  authentication  and  delivery 
under  this  Section  2  of  a  specified  amount  of  bonds 
and  reciting  that  the  amount  of  bonds  thus  called 
for  has  been  sold  at  a  specified  price,  and  stating  that 
the  price  so  specified  is,  in  the  opinion  of  said 
board  or  committee,  not  less  than  the  fair  market 
or  fair  realizable  value  of  said  bonds,  and  specifying 
the  amount,  if  any,  which  the  Terminal  Company  is  to 
pay  as  commissions  or  compensation  for  banker’s 
services  or  undertakings  in  connection  with  said  sale  ; 
(b)  a  certificate  signed  by  the  President  or  a  Yice- 
President  and  the  Treasurer  or  an  Assistant  Treasurer 
of  the  Terminal  Company,  certifying  to  the  truth  and 
accuracy  of  the  recitals  contained  in  said  resolution  ; 
and  (c)  (1)  the  amount  in  cash  realized  or  to  be  realized 
upon  the  sale  of  the  bonds  then  called  for  at  the  price 
specified  in  said  resolution  (exclusive  of  accrued  interest 
and  after  deduction  of  the  amount,  if  any,  of  the  com¬ 
missions  or  compensation  for  banker’s  services  or 
undertakings  so  certified)  or  (2)  a  receipt  signed  by 
one  of  the  depositaries  designated  as  in  Section  3 
of  this  Article  provided  showing  that  such  net  proceeds 
have  been  deposited  with  such  depositary  or  (3)  written 
orders  or  other  instruments  effectually  providing  to  the 
satisfaction  of  the  Trustee  for  the  payment  to  and  de¬ 
posit  with  the  Trustee  or  one  of  such  depositaries  of 
such  net  proceeds  forthwith  as  the  same  shall  become 
payable  to  the  Terminal  Company, 

the  Trustee  shall,  to  the  extent  that  the  amount  of  said 
$1,500,000  of  First  Mortgage  Bonds  that  shall  not  then  have 
been  authenticated  and  delivered  either  under  this  Section  2 
or  under  Section  4  of  this  Article  Second  or  be  reserved 
under  subsection  D  of  said  Section  4  will  permit,  authen- 


45 


ticate  and  deliver  to  the  Terminal  Company  or  upon  its  order 
First  Mortgage  Bonds  to  the  amount  so  called  for. 

The  net  proceeds  of  the  sale  of  bonds  that  shall  be  de¬ 
posited  with  the  Trustee  or  a  depositary  as  in  this  Section  2 
provided  shall  be  held  and  disposed  of  pursuant  to  the  terms 
of  Sections  3  and  4  of  this  Article  Second. 

Section  3.  The  net  proceeds  of  the  sale  of  Gold  Notes, Depositor 

moneys  with 

and  the  net  proceeds  of  the  sale  of  First  Mortgage  Bonds  account  ores Ior 
authenticated  and  delivered  under  Section  2  of  thislrustee' 
Article  Second  (all  said  moneys  being  sometimes  herein 
referred  to  collectively  as  “  deposited  moneys  ”)  and  any 
other  moneys  required  under  any  of  the  provisions  of 
this  indenture  to  be  paid  to  or  deposited  with  the 
Trustee  may  be  deposited  for  the  account  of  the 
Trustee  (in  such  proportions  as  the  Terminal  Company  shall 
direct  and  the  Trustee  shall  approve)  with  other  banks, 
bankers  and  trust  companies  as  depositaries  under  this  mort¬ 
gage  which  may  from  time  to  time  be  designated  in 
writing  for  such  purpose  by  the  Terminal  Company  and 
approved  by  the  Trustee.  In  every  case  of  a  deposit  with  any 
such  depositary,  it  shall  deliver  to  the  Trustee  an  appropriate 
instrument  acknowledging  the  receipt  of  the  moneys  cle_  merits bydg" 
posited  with  it  and  agreeing  to  hold  and  to  pay  out  the  same  deposit,anes- 
from  time  to  time  only  upon  the  written  order  of  the  Trustee. 

Such  depositary  shall  be  protected  by  any  such  order  in  any 
payment  made  irpon  the  faith  thereof  and  shall  not  be  under 
any  obligation  to  see  to  the  application  of  the  amounts  so 
paid.  Any  receipt,  acknowledgment  or  other  instrument  to  be 
executed  by  such  depositary  under  any  of  the  provisions  of 
this  indenture  shall  be  deemed  sufficiently  executed  if  signed 
by  an  executive  officer  thereof  if  it  is  a  corporation,  or  by  a 
member  of  the  firm  if  it  is  a  partnership. 

Interest  at  such  rate  as  shall  be  agreed  upon  with  the  Merest. 
Terminal  Company  shall  be  allowed  by  the  Trustee  and  by  each 


46 


of  sucli  depositaries  with  respect  to  the  moneys  held  by  them 
respectively,  and  shall  be  paid  over  from  time  to  time  to  or 
upon  the  order  of  the  Terminal  Company,  but  neither  the 
Trustee  nor  any  such  depositary  shall  be  required  to  allow 
interest  on  any  such  moneys  except  in  pursuance  of  a  written 
agreement  Avitli  the  Terminal  Company. 

Moneys  hew  Deposited  moneys  and  all  other  moneys  deposited  with 

of  securityPart  or  Paid  to  the  Trustee  or  any  of  such  depositaries 
shall  be  deemed  to  be  held  by  the  Trustee  in  trust  and  to  be 
subject  to  the  lien  of  and  to  constitute  part  of  the  security 
provided  by  this  mortgage  and,  except  as  herein  expressly 
provided  to  the  contrary  or  as  may  be  inconsistent  with 
the  several  provisions  hereof,  shall  be  deemed  to  be  in¬ 
cluded  in  the  term  “  trust  estate  ”  until  paid  out  from  time  to 
time  as  by  any  of  the  provisions  of  this  indenture  permitted 
and  shall  be  paid  out  from  time  to  time  but  only  as  in  this 
indenture  provided;  and,  if  the  trust  estate  shall  be  sold  under 
the  power  of  sale  herein  contained  or  under  any  decree  of 
court  based  hereon,  the  moneys  then  held  as  aforesaid  shall 
be  added  to  the  proceeds  of  such  sale  and  dealt  with  as  if  the 
same  were  part  thereof. 

Restrictions  on  Section  4.  The  Trustee  shall  at  any  time  and  from  time  to 

disbursements  J 

?iue>of bonda  tiuie  Pay>  or  or<^er  the  depositaries  hereunder  to  pay,  to  or  on 
the  order  of  the  Terminal  Company  deposited  moneys  for  the 
purposes  and  subject  to  the  restrictions  hereinafter  expressed 
in  this  Section  4. 

The  Trustee  shall  authenticate  and  deliver  to  or  on  the 
order  of  the  Terminal  Company  First  Mortgage  Bonds  to  the 
extent  that  the  amount  of  said  $1,500,000  of  First  Mortgage 
Bonds  that  shall  not  then  have  been  authenticated  and  de¬ 
livered  under  this  Section  4  or  under  Section  2  of  this  Article 
Second  or  be  reserved  under  subsection  D  of  this  Section  4 
Avill  permit,  for  the  purjuoses  and  subject  to  the  restrictions 
hereinafter  expressed  in  this  Section  4. 


47 


A.  The  purposes  for  which  deposited  moneys  may  be  paid  Purposes, 
out  or  bonds  delivered  under  this  Section  4  are  the  following : 

(a)  the  payment  of  the  amount  due  and  at  the  time  indebtedness 

1  J  mentioned  in 

remaining  unpaid  for  principal  and  interest  of  the  anTeosts 

indebtedness  of  the  Terminal  Company  secured  bv  memorandum 

"  of  February  4, 

pledge  of  said  temporary  bond  for  $5,000,000  mentioned  nus. 
in  the  recitals  hereof,  and  of  the  costs  incidental  to 
the  memorandum  of  February  4,  1915,  in  said  recitals 
referred  to,  including  counsel  fees,  disbursements,  en¬ 
gravers’  and  printers’  bills,  trustees’  fees,  cost  of 
Internal  Revenue  documentary  stamps,  State  license 
taxes  payable  upon  the  authorization  of  securities  and 
guaranties  and  all  other  fees,  charges,  disbursements 
and  expenses  incident  to  the  preparation,  authorization, 
execution  and  delivery  of  the  instruments  embodying 
said  memorandum,  the  First  Mortgage  Bonds,  this 
indenture,  the  Gold  Notes  and  the  trust  agreement 
securing  such  notes,  the  guaranties  on  the  First  Mort¬ 
gage  Bonds  and  on  such  notes,  the  agreement  supple¬ 
mental  to  the  Operating  Agreement  mentioned  in  the 
recitals  hereof,  the  proceedings  for  securing  the  approval 
by  public  service  commissions  or  like  bodies  of  any  acts 
of  the  Terminal  Company  or  any  other  corporations 
pursuant  to  said  memorandum,  and  all  other  proceedings 
and  instruments  contemplated  or  occasioned  thereby  ; 

(b)  the  payment  of  absolute  money  liabilities  in- construction, 

'  1  J  J  improve- 

curred  since  March  2,  1914,  by  the  Terminal  Company  ments>  etc- 
for  the  construction  and  acquisition  of  the  railroad  ter¬ 
minal  properties  which  the  Terminal  Company  is  author¬ 
ized  to  own,  including  yards  and  tracks,  the  bridge  afore¬ 
said  across  the  Mississippi  River  and  the  approaches 
thereto,  viaducts,  approaches,  abutments,  piers,  cross¬ 
ings,  subways,  passenger  stations,  freight  stations,  ware¬ 
houses,  elevators,  compresses,  shops,  car  houses, 


48 


Interest,  taxes 
and  damage 
claims  during 
construction 
period. 


round  houses,  wharves,  docks,  slips,  incliues,  super¬ 
structures,  loading  and  unloading  apparatus,  main 
tracks,  yard  tracks,  industry  tracks,  side  tracks,  spur 
tracks,  locks,  telegraph  and  telephone  lines,  additional 
lauds  or  interests  in  lands,  additional  rights  of  way  for 
bridges,  approaches,  tracks  or  structures  ;  the  elevation 
and  depression  of  tracks  ;  the  construction  or  acquisi¬ 
tion  of  locomotives,  cars  and  other  rolling  stock  and 
equipment  and  the  construction  or  acquisition  of 
ferries,  transfer  boats  and  other  boats  and  bridges ; 
the  installation  of  electrical  apparatus,  appliances 
and  devices  suitable  for  the  operation  of  all 
or  any  part  of  the  property  of  the  Terminal  Company 
by  electrical  power,  and  the  substitution  of  such 
electrical  power  for  steam  or  other  power ;  the  ex¬ 
tension,  enlargement,  betterment  and  improvement 
of  aud  the  construction  and  acquisition  of  better¬ 
ments  of  and  additions  to  any  of  the  property  of  the 
Terminal  Company  of  the  classes  hereinabove  men¬ 
tioned  and  described  or  any  thereof  ;  provided  that  the 
property  constructed  or  acquired  or  betterments  whereof 
or  additions  whereto  shall  be  made  shall  be  or  there¬ 
upon  become  subject  to  the  lien  of  this  mortgage ; 

(c)  the  payment  of  interest  charges  incurred  by  the 
Terminal  Company,  and  taxes  assessed  against  it  or  any 
of  its  property,  at  any  time  before  the  date  of  com¬ 
pletion  or  coming  into  service  of  the  properties  of  the 
Terminal  Company  or  of  a  sufficient  portion  thereof  to 
enable  it  to  furnish  the  facilities  contemplated  by  the 
Operating  Agreement  mentioned  in  the  recitals  hereof ; 
aud  the  payment  of  claims  for  damages  on  account  of 
injuries  to  property  or  persons,  or  death  of  persons, 
arising  at  any  time  before  said  date  from  the  actual 
work  of  construction  performed  by  or  for  the  Terminal 
Company  ; 


49 


( d )  the  reimbursement  of  the  Terminal  Company  in  Reimburse¬ 

ment. 

whole  or  in  part  for  money  actually  expended  by 
it  since  March  2,  1914,  for  any  one  or  more  of  the 
purposes  enumerated  in  clauses  (a),  ( b )  and  (c)  of  this 
subsection  A. 

( e )  the  payment,  redemption,  acquisition,  refunding  Refunding^ 
or  retirement  otherwise  before,  at  or  after  maturity  of  mf^i  Railway 
any  bonds  of  the  issue  of  Terminal  First  Mortgage  Gold  bondsany 
Bonds  of  Rock  Island  Memphis  Terminal  Railway  Com¬ 
pany  outstanding  under  the  mortgage  or  deed  of  trust 

dated  April  1,  1915,  executed  and  delivered  by  said 
Rock  Island  Memphis  Terminal  Railway  Company  to 
Bankers  Trust  Company  as  trustee,  constituting  a  lieu 
prior  to  the  lien  hereof  on  the  property  described  in  sub¬ 
division  (2)  of  clause  I.  of  the  granting  clauses  hereof. 

Any  approaches  or  roadways,  or  bettermeuts,  improvements  Exceptions  to 

requirement 

or  extensions  thereof,  required  by  the  terms  of  any  law,  ordi- tliat  property 
nance  or  contract  conferring  rights  or  franchises  on  the  Ter-  pen  hereof.0 
minal  Company  to  be  constructed  by  it,  but  not  needed  for 
the  railroad  terminal  purposes  of  the  Terminal  Company, 
or  any  subways,  viaducts  or  other  overhead  structures,  the 
effect  whereof  will  be  to  relieve  tracks  of  the  Terminal  Com¬ 
pany  from  the  burden  of  grade  crossings  (whether  crossings 
used  by  the  public  or  any  of  the  members  thereof  or  by  rail¬ 
way  companies  or  in  connection  with  private  enterprises),  not¬ 
withstanding  that  some  interest  therein  or  the  entire  owner¬ 
ship  thereof  shall  be  vested  in  some  state,  county,  municipal¬ 
ity  or  other  political  body,  or  in  some  individual  or  corpora¬ 
tion  other  than  the  Terminal  Company,  and,  for  that  reason, 
cannot  be  subjected  to  the  lien  of  this  mortgage,  shall  never¬ 
theless  be  deemed  to  be  within  the  scope  of  the  purposes  set 
forth  in  clause  (b)  of  this  subsection  A. 

Any  liabilities  or  expenditures  incurred  or  made  by  the 
Terminal  Company  pursuant  to  the  Joint  Trackage  Agree- 


50 


meut  mentioned  in  clause  VI  of  the  granting  clauses  hereof 
for  additions  to  or  betterments  or  improvements  of  the 
line  of  railroad  subject  to  the  Joint  Trackage  Agree¬ 
ment  shall  be  deemed  to  be  within  the  scope  of  the  pur¬ 
poses  set  forth  in  said  clause  (b),  notwithstanding  that  the 
property  so  constructed  or  acquired  or  such  line  of  railroad 
shall  not  be  or  become  the  property  of  the  Terminal  Company 
or  subject  to  the  lien  hereof ;  provided  that  the  total  principal 
amount  of  First  Mortgage  Bonds  which  shall  be  authenticated 

Not  exceeding  • 

$i50,ooo bonds  and  delivered,  or  the  net  proceeds  (as  the  term  “net 

or  proceeds 

usedunder’6  proceeds  ”  is  defined  in  subsection  F  of  this  Section  4)  of 

Agreement1'11”6  which  shall  be  paid  out,  under  this  indenture  on  account  of 
liabilities  or  expenditures  of  the  character  last  hereinbefore 
mentioned  shall  not  exceed  $150,000. 

B.  Deposited  moneys  shall  be  paid  out  and  bonds  authen¬ 
ticated  and  delivered  under  this  Section  4  at  the  following 
rates  : 


Rates  at  which 
moneys  pay¬ 
able  and  bonds 
Issuable. 


(«)  Deposited  moneys  shall  be  paid  out  at  not  ex¬ 
ceeding  the  rate  (1)  of  $1,000  of  moneys  for  every  $1,000 
of  principal  and  interest  of  said  indebtedness  of  the 
Terminal  Company  and  of  the  costs  specified  in  the 
certificates  hereinafter  provided  for  in  paragraph 
Second  of  subsection  C  of  this  Section  4  and  (2)  of 
$1,000  for  every  $1,000  of  absolute  money  liability 
specified  in  the  certificates  hereinafter  provided  for  in 
paragraph  Third  of  said  subsection  C,  and  (3)  of  $1,000 
for  every  $1,000  of  interest  charges,  taxes  and  dam¬ 
age  claims  specified  in  the  certificates  hereinafter  pro¬ 
vided  for  in  paragraph  Fourth  of  said  subsection  C, 
and  (4)  of  $1,000  for  every  $1,000  of  money  stated  in 
any  of  said  certificates  to  have  been  actually  expended 
for  any  one  or  more  of  the  purposes  in  clauses  (a),  (b) 
and  (c)  of  subsection  A  of  this  Section  4  enumerated. 


51 


(b)  First  Mortgage  Bonds  shall  be  authenticated 
and  delivered  to  such  an  amount  in  each  instance  as 
will,  when  taken  at  the  price  stated  in  the  resolution 
provided  for  in  paragraph  First  of  subsection  C  of  this 
Section  4,  be  equal  to  the  amount  of  principal  and 
interest  of  said  indebtedness  of  the  Terminal  Company, 
and  such  costs,  such  liabilities,  such  interest  charges, 
taxes  and  damage  claims  and  such  expenditures,  speci¬ 
fied  in  the  certificates  provided  for  under  said  sub¬ 
section  C. 

(c)  For  every  $1,000  principal  amount  of  Rock 
Island  Memphis  Terminal  Railway  Company  Bonus 
specified  in  the  certificates  hereinafter  provided  for  in 
paragraph  Fifth  of  subsection  C  of  this  Section  4,  and 
delivered,  cancelled  or  uncancelled,  to  the  Trustee  with 
such  certicates,  not  more  than  $1,000  principal  amount 
of  First  Mortgage  Bonds  shall  be  authenticated  and 
delivered  or  not  more  than  the  net  proceeds  of  $1,000 
principal  amount  of  First  Mortgage  Bonds  shall  be 
paid  out. 

C.  Prior  to  the  payment  of  deposited  moneys  or  delivery  Documents  to 
1  J  .  .  be  delivered 

of  bonds  by  the  Trustee  under  this  Section  4  there  shall  betoTrustee- 
delivered  to  the  Trustee  the  following : 

First.  In  every  case,  a  certified  copy  of  a  resolution  Resolution, 
of  the  Board  of  Directors  or  of  the  Executive  Committee 
of  the  Terminal  Company  calling  for  the  payment  of  a 
specified  amount  of  deposited  moneys,  or  for  the  authen¬ 
tication  and  delivery  under  this  Section  4  of  a  specified 
amount  of  First  Mortgage  Bonds,  for  one  or  more  of  the 
purposes  specified  in  subsection  A  of  this  Section  4,  and 
(except  to  the  extent  required  for  the  reimbursement  of 
the  Terminal  Company  with  respect  to  previous  expen¬ 
ditures)  directing  the  officers  of  the  Terminal  Company 
to  set  aside  such  specified  sum  of  deposited  moneys 


52 


Certlflcate,! 

under 

clause  (a)  of 
Subsection  A. 


or  such  specified  amount  of  bonds  or  their  proceeds, 
as  the  case  may  be,  in  a  distinct  fund,  separate  from 
all  other  assets  of  the  Terminal  Company,  and  to  use 
the  same  only  for  the  particular  purposes  specified  in 
such  resolution  ;  and  also,  in  case  the  delivery  of  First 
Mortgage  Bonds  is  requested,  fixing  the  price  at  which 
said  bonds  are  to  be  delivered  (which,  in  the  event  that 
arrangement  shall  have  been  made  for  the  sale  thereof, 
shall  be  the  price  to  be  paid  or  allowed  therefor  pur¬ 
suant  to  such  arrangement)  and  stating  that  such  price 
is,  in  the  opinion  of  said  board  or  committee,  not  less 
than  the  fair  market  or  fair  realizable  value  of  said 
bonds. 

Second.  Also,  in  case  said  deposited  moneys  or  bonds 
are  requested  for  any  of  the  purposes  set  forth  in  clause 
(a)  of  subsection  A  of  this  Section  4  or  for  reimbursing 
the  Terminal  Company  for  moneys  expended  by  it  for 
any  of  such  purposes,  a  certificate  or  certificates  signed 
by  the  President  or  a  Vice-President  and  by  the  Treas¬ 
urer  or  an  Assistant  Treasurer  of  the  Terminal  Company, 
stating  : 

(a)  that  a  specified  amount  of  the  principal  and 
interest  of  the  indebtedness  of  the  Terminal  Com¬ 
pany  secured  by  pledge  of  said  temporary  bond  for 
$5,000,000  mentioned  in  the  recitals  hereof,  and  of 
the  costs  incidental  to  the  memorandum  of  February 
4,  1915,  in  the  recitals  hereof  referred  to,  then  re¬ 
mains  unpaid,  for  the  payment  whereof  the  moneys 
or  bonds  then  applied  for  are  required,  or  that  a 
specified  amount  of  moneys  has  been  actually  ex¬ 
pended  since  January  1,  1915,  by  the  Terminal 
Company  for  the  payment  of  such  principal  and  in¬ 
terest  of  said  indebtedness  or  of  such  costs  and  also, 
in  the  case  of  such  costs,  stating  tbe  person  or 
persons,  corporation  or  corporations  to  whom  pay- 


53 


ment  is  to  be  made  or  to  whom  such  moneys  act¬ 
ually  expended  shall  have  been  paid  and  briefly 
otherwise  identifying  the  items  of  such  costs  ; 

(b)  that  no  part  of  the  amount  of  principal 
and  interest  of  said  indebtedness  or  of  such  costs 
so  certified  has  been  included  in  any  previous  cer¬ 
tificate  made  under  any  of  the  provisions  of  this 
indenture  or  has  been  paid  or  reimbursed  or  pro¬ 
vided  for  out  of  the  proceeds  of  said  indebtedness 
of  the  Terminal  Company  or  out  of  any  moneys 
received  (except  for  reimbursement  of  other  ex¬ 
penditures)  under  any  of  the  provisions  of  this 
indenture  ; 

( c )  that  all  moneys  theretofore  paid  out  and  all 
bonds  theretofore  delivered  pursuant  to  the  provi¬ 
sions  of  this  Section  4  for  the  purpose  of  paying 
said  indebtedness  of  the  Terminal  Company  or  such 
costs  or  any  part  thereof,  have  been  used  for  such 
purpose,  or  that  such  bonds  or  their  proceeds  or 
such  moneys  or  so  much  thereof  as  shall  not  have 
been  so  used  are  separately  set  aside  and  reserved 
for  such  purpose,  or  that  such  bonds  or  their  pro¬ 
ceeds  or  such  moneys  or  so  much  thereof  as  shall 
not  be  stated  to  have  been  so  used  or  reserved  are 
therewith  returned  to  the  Trustee. 

Third.  Also,  in  case  said  deposited  moneys  or  certificate, 
bonds  are  requested  for  any  of  the  purposes  set  forth  clause  (&). 
in  clause  (b)  of  subsectiou  A  of  this  Section  4  or  for  re¬ 
imbursing  the  Terminal  Company  for  moneys  expended 
by  it  for  any  of  such  purposes,  a  certificate  or  certifi¬ 
cates  signed  by  the  President  or  a  Vice-President  and 
by  the  Treasurer  or  an  Assistant  Treasurer  of  the  Ter¬ 
minal  Company,  stating: 

(a)  that  specified  absolute  money  liabilities 
have  been  actually  incurred  or  specified  amounts 


54 


of  money  have  been  actually  expended  by  the 
Terminal  Company  since  March  2,  1914,  for  one 
or  more  of  the  purposes  set  forth  in  clause  ( b ) 
of  subsection  A  of  this  Section  4,  indicating  the 
particular  property  acquired  or  constructed  or 
contracted  for  (specifying,  in  the  case  of  rolling 
stock  and  equipment,  the  character,  amount,  dis¬ 
tinguishing  marking  and  numbering  of  each  piece 
thereof),  and  briefly  describing,  as  the  case  may  be, 
the  location  and  character  of  the  property  acquired 
or  constructed,  or  contracted  for,  and  the  amount 
or  class  and  character  of  betterments  or  improve¬ 
ments  made  or  contracted  for,  and  specifying  the 
amount  of  money  used  or  to  be  used  to  apply  to 
every  such  purpose,  and  in  case  any  of  the  prop¬ 
erty  so  acquired,  constructed  or  contracted  for,  was 
so  acquired,  constructed  or  contracted  for  in  sub¬ 
stitution  for  like  property  replaced,  that  the  amount 
of  money  so  specified  to  have  been  used  or  the 
amount  to  be  used  for  such  purpose  is  chargeable 
to  capital  account  in  accordance  with  or  in  analogy 
to  the  rules  of  the  Interstate  Commerce  Commis¬ 
sion,  if  such  rules  be  applicable  ; 

(b)  whether  the  property  so  acquired,  con¬ 
structed  or  contracted  for  is  known  or  believed  to 
be  or  upon  its  acquisition  will  become  subject  to 
any  lien  or  charge,  (which  expression  shall  be 
deemed  to  include  among  other  things  deferred  in¬ 
stallments  of  the  purchase  price  of  such  property 
in  every  case  where  title  thereto  has  not  then 
vested  in  the  Terminal  Company,  or,  having  so 
vested,  is  subject  to  a  vendor’s  lien  or  any  right  of 
the  seller  to  retake  or  enforce  a  charge  upon  such 
property  upon  default  in  the  payment  of  such  de¬ 
ferred  installments  of  the  purchase  price  and  shall 


55 


be  deemed  to  include  the  deferred  payments  to  be 
made  or  rentals  to  be  paid  under  any  conditional 
sale  agreement  or  lease,  or  other  trust  agreement 
covering  rolling  stock  or  other  equipment),  except 
(a)  necessarily  undetermined  liens  or  charges  in¬ 
cident  to  construction,  (b)  the  lien  of  this  mort¬ 
gage,  (c)  liens  subordinate  to  the  lien  of  this 
mortgage,  and— in  case  of  additions  to  or  better¬ 
ments  or  improvements  of  the  line  of  railroad  sub¬ 
ject  to  the  Joint  Trackage  Agreement — (d)  the 
liens  then  existing  on  said  line  of  railroad  ;  and 
if  so  the  liens  or  charges  (other  than  aforesaid) 
existing  thereon  or  which  will  attach  thereto,  and 
such  certificate  shall  briefly  describe  and  specify 
the  amount  of  every  lien  or  charge  to  be  certified 
as  aforesaid,  and  in  case  First  Mortgage  Bonds  are 
to  be  reserved  by  the  Trustee  as  in  subsection  D 
of  this  Section  4  provided  on  account  of  the  liens 
and  charges  so  certified,  shall  fix  the  price,  being 
not  in  excess  of  the  fair  market  or  fair  realizable 
value  thereof  (which  shall  be  certified  as  provided  in 
paragraph  First  of  this  subsection  C  of  this  Section 
4),  at  which  First  Mortgage  Bonds  are  to  be  taken 
for  the  purpose  of  such  reservation  ; 

(c)  that  the  price  paid  or  liability  incurred  for 
such  construction  or  acquisition  was  not  in  excess 
either  of  the  fair  value  or  of  the  actual  cash  cost 
of  the  property  acquired  or  contracted  for  or  of  the 
work  done  or  to  be  done,  and  that  no  part  thereof 
has  been  included  in  any  previous  certificate  made 
under  any  provision  of  this  indenture  or  has  been 
paid  or  reimbursed  or  provided  for  out  of  the  pro¬ 
ceeds  of  said  indebtedness  of  the  Terminal  Com¬ 
pany  secured  by  pledge  of  said  temporary  bond  for 
$5,000,000  face  amount  mentioned  in  the  recitals 


56 


hereof  or  out  of  any  moneys  received  (except  for 
reimbursement  of  other  expenditures)  under  any  of 
the  provisions  of  this  indenture  ; 

( d )  that  the  amounts  so  expended  or  liabilities 
so  incurred  (other  than  expenditures  or  liabilities 
for  or  in  respect  of  property  of  the  character 
hereinafter  referred  to  in  clauses  (/),  ( g )  or  ( h )  of 
this  paragraph  Third)  have  not  been  and  will  not  be 
charged  upon  its  books  or  in  any  annual  report  of 
the  Terminal  Company  or  in  any  report  made  by 
it  to  the  Interstate  Commerce  Commission  or  any 
like  body  or  officer  to  operating  expense  or  ex¬ 
pense  of  maintenance  or  other  like  account,  and 
that  such  expenditures  or  liabilities  are  properly 
chargeable  to  capital  account  under  or  in  analogy 
to  the  rules  and  regulations  prescribed  by  the 
Interstate  Commerce  Commission  or  other  like 
authority  with  regard  to  the  accounts  of  corpora¬ 
tions  of  the  class  to  which  the  Termiual  Company 
shall  belong  ; 

( e )  that  all  First  Mortgage  Bonds  authenticated 
and  delivered  or  deposited  moneys  paid  out  here¬ 
under  for  the  purpose  of  discharging  any  liability, 
have  been  used  for  the  purpose  of  discharging  such 
liability,  or  that  such  First  Mortgage  Bonds  or 
their  proceeds  or  such  moneys,  or  so  much  thereof 
as  shall  not  have  been  so  used,  are  separately  set 
aside  and  reserved  for  the  purpose  of  discharging 
such  liability,  or  that  such  bonds  or  ^their  proceeds 
or  such  moneys  or  so  much  thereof  as  shall  not  be 
stated  to  have  been  so  used  or  reserved,  are  there¬ 
with  returned  to  the  Trustee  ; 

( f )  in  case  the  property  so  acquired  or  con¬ 
tracted  for  comprises  or  consists  of  approaches  or 
roadways,  or  betterments,  improvements  or  exten- 


57 


sions  of  any  thereof,  some  interest  wherein  or  the 
entire  ownership  whereof  shall  be  vested  in  some 
state,  county,  municipality  or  other  political  body, 
or  some  individual  or  corporation  other  than  the 
Terminal  Company,  and,  for  that  reason,  cannot 
be  subjected  to  the  lien  of  this  mortgage,  that  such 
property  is  required  by  the  terms  of  some  law, 
ordinance  or  contract  (briefly  describing  the  same) 
conferring  rights  or  franchises  on  the  Terminal 
Company  to  be  constructed  by  it,  but  is  not  needed 
for  the  railroad  terminal  purposes  of  the  Termiual 
Company ; 

( g )  in  case  the  property  so  acquired  or  con¬ 
tracted  for  is  a  subway,  viaduct  or  other  overhead 
structure,  some  interest  wherein  or  the  entire 
ownership  whereof  shall  be  vested  in  some  state, 
county,  municipality  or  other  political  body,  or 
some  individual  or  corporation  other  than  the 
Terminal  Company,  and  for  that  reason  cannot  be 
subjected  to  the  lien  of  this  mortgage,  that  the 
effect  thereof  will  be  to  relieve  the  tracks  of  the 
Terminal  Company  from  the  burden  of  grade  cross¬ 
ings  ; 

(h)  in  case  the  property  so  acquired  or  con¬ 
tracted  for  comprises  or  consists  of  additions  to  or 
betterments  or  improvements  of  the  line  of  railroad 
of  St.  Louis,  Iron  Mountain  and  Southern  Railway 
Company  between  a  point  at  or  near  Briark  or 
Hopefield  Junction,  Arkansas,  and  a  point  at 
or  near  Bridge  Junction,  Arkansas,  covered  by 
the  Joint  Trackage  Agreement  referred  to  in 
clause  "VI.  of  the  granting  clauses  hereof  and  can¬ 
not  be  subjected  to  the  lien  hereof  as  a  first  lieu 
hereon,  that  the  cost  of  such  additions,  bet¬ 
terments  or  improvements  is  required  by  the 


58 


Certificate, 
under  clause 
(c). 


terms  of  said  Joint  Trackage  Agreement  to  be 
borne  by  the  Terminal  Company,  and  that  the  total 
of  the  principal  amount  of  First  Mortgage  Bonds 
which  shall  have  been  theretofore  authenticated 
and  delivered,  or  the  net  proceeds  (as  that  term 
is  defined  in  subsection  F  of  this  Section  4)  of 
which  shall  have  been  theretofore  paid  out,  under 
this  indenture  on  account  of  additions  to  or  better¬ 
ments  or  improvements  of  said  line  of  railroad, 
and  of  the  principal  amount  of  bonds  which,  or  the 
net  proceeds  of  which,  shall  then  be  called  for  on 
account  of  such  additions,  betterments  or  improve¬ 
ments  so  certified,  does  not  exceed  the  sum  of 
$150,000. 

Fourth.  Also,  in  case  said  deposited  moneys  or  bonds 
are  requested  for  any  of  the  purposes  set  forth  in  clause 
(c)  of  subsection  A  of  this  Section  4  or  for  reimbursing 
the  Terminal  Company  for  moneys  expended  by  it  for 
any  of  such  purposes,  a  certificate  or  certificates  signed 
by  the  President  or  a  Vice-President  and  by  the  Treas¬ 
urer  or  an  Assistant  Treasurer  of  the  Terminal  Com¬ 
pany,  stating  : 

(a)  that  a  specified  amount  of  interest  has  ac¬ 
crued  on  indebtedness  of  the  Terminal  Company 
(briefly  describing  such  indebtedness  and  stilting 
the  principal  amount  thereof)  and  is  or  is  about  to 
become  payable  and  then  remains  unpaid,  for  the 
payment  whereof  the  moneys  or  bonds  then  applied 
for  are  required  ;  or  that  a  specified  amount  of  taxes 
has  been  assessed  against  the  Terminal  Company 
or  any  of  its  property  (briefly  describing  such 
taxes  and  stating  the  governmental  bodies 
by  which  such  taxes  were  assessed  and 
the  valuations,  if  any,  with  respect  to  which 
such  taxes  were  computed)  and  is  or  is  about 


59 


to  become  payable  and  then  remains  unpaid, 
for  the  payment  whereof  the  moneys  or  bonds 
then  applied  for  are  required  ;  or  that  a  specified 
amount  of  claims  for  damages  on  account  of  injuries 
to  property  or  persons,  or  death  of  persons,  has 
arisen  from  the  actual  Avork  of  construction  per¬ 
formed  by  or  for  the  Terminal  Company  (briefly 
describing  such  claims  and  the  nature  of  the  alleged 
injuries  on  account  whereof  such  claims  arose) 
and  that  the  facts  on  which  said  claims  are  based 
have  been  investigated  by  the  Terminal  Company 
and  the  payment  thereof  or  of  the  amount  thereof 
so  specified  has  been  approved  by  counsel  for  the 
Terminal  Company,  and  that  the  amount  so  specified 
remains  unpaid,  for  the  payment  whereof  the  moneys 
or  bonds  then  applied  for  are  required  ;  or  that  a 
specified  amount  of  moneys  has  been  actually  ex¬ 
pended  by  the  Terminal  Company  since  March  2, 
1914,  for  the  payment  of  the  interest  charges, 
taxes  or  damage  claims  so  specified  ;  and  in  every 
case  further  stating  that  such  interest  charges  were 
incurred  or  such  taxes  were  assessed  or  such  dam¬ 
age  claims  arose  before  the  completion  or  coming 
into  service  of  the  properties  of  the  Terminal  Com¬ 
pany  or  a  sufficient  portion  thereof  to  enable  it  to 
furnish  the  facilities  contemplated  by  the  Operating 
Agreement  mentioned  iu  clause  YI.  of  the  granting 
clauses  hereof ; 

(h)  that  no  part  of  said  amount  of  interest 
charges,  taxes  or  damage  claims  stated  in  said 
certificate  has  been  included  in  any  previous  cer¬ 
tificate  made  under  any  provision  of  this  inden¬ 
ture  or  has  been  paid  or  reimbursed  or  provided 
for  out  of  the  proceeds  of  said  indebtedneess  secured 
by  pledge  of  said  temporary  bond  for  $5,000,000 


60 


Certificate, 
under  clause 
(e). 


face  amount  mentioned  in  the  recitals  hereof, 
or  out  of  any  moneys  received  (except  in  reimburse¬ 
ment  of  other  expenditures)  under  any  of  the  pro¬ 
visions  of  this  indenture  or  on  account  of  accrued 
interest  on  Gold  Notes  or  First  Mortgage  Bonds 
sold  by  the  Terminal  Company  ; 

(c)  that  all  moneys  theretofore  paid  out  and  all 
bonds  theretofore  delivered,  for  the  purpose  of 
paying  any  interest  charges,  taxes  or  damage  claims 
as  in  this  section  provided,  have  been  used  for 
the  purpose  of  paying  such  interest  charges,  taxes 
or  damage  claims  or  that  such  moneys  or  bonds  or 
the  proceeds  thereof,  or  so  much  thereof  as  shall 
not  have  been  so  used,  are  separately  set  aside  and 
reserved  for  the  purpose  of  paying  such  interest 
charges,  taxes  or  damage  claims,  or  that  such 
moneys  or  bonds  or  the  proceeds  thereof  or  so 
much  thereof  as  shall  not  be  stated  to  have  been 
so  used  or  reserved,  are  therewith  returned  to  the 
Trustee. 

Fifth.  Also  in  case  said  deposited  moneys  or  bonds 
are  requested  for  the  purpose  set  forth  in  clause  ( e )  of 
subsection  A  of  this  Section  4,  (1)  a  certificate  or  certifi¬ 
cates  signed  by  the  President  or  a  Vice-President  and 
by  the  Treasurer  or  an  Assistant  Treasurer  of  the  Ter¬ 
minal  Company  stating  that  the  Terminal  Company  has 
paid,  redeemed,  acquired,  refunded  or  otherwise  retired 
before,  at  or  after  maturity,  and  has  either  cancelled  and 
extinguished  or  has  preserved  alive  and  pledges  here¬ 
under,  and  in  either  case  then  and  therewith  delivers  to 
the  Trustee  in  either  cancelled  or  uucancelled  form,  a 
specified  principal  amount  of  the  Terminal  First  Mort¬ 
gage  Gold  Bonds  of  Rock  Island  Memphis  Terminal 
Railway  Company  constituting  the  whole  or  a  part  of 
the  issue  of  bonds  mentioned  in  said  clause  (e)  of  sub- 


61 


section  A  of  this  Section  4 ;  and  (2)  Terminal  First 
Mortgage  Gold  Bonds  of  said  issue  to  the  principal 
amount  so  specified. 

Sixth.  Also,  in  case  said  deposited  moneys  or 
bonds  are  requested  with  respect  to  the  construction  or 
acquisition  by  the  Terminal  Company  of  any  property, 
(a)  all  such  deeds,  conveyances  or  instruments 
of  further  assurance  executed  by  the  Terminal 
Company  to  the  Trustee,  and  evidence  of  the  ex¬ 
ecution  and  delivery  to  the  Terminal  Company  of 
all  such  deeds  and  conveyances  and  of  the  filing  or 
recordation  of  all  of  the  deeds,  conveyances  or 
instruments  aforesaid  in  such  places  and  in  such 
manner,  as  may  be  necessary  for  the  purpose  of 
effectually  subjecting  such  property  (including  the 
interest,  if  any,  of  the  Terminal  Company  in  any 
approaches,  roadways,  viaducts  and  other  property 
referred  to  in  clauses  (/)  and  (g)  of  pai'agraph 
Third  of  this  subsection  C  of  this  Section  4),  to 
the  lien  and  operation  of  this  mortgage  ; 

( h )  an  opinion  of  counsel  of  the  Terminal  Com¬ 
pany  to  the  effect  that  such  deeds,  instruments  or 
conveyances  are  sufficient  for  that  purpose,  or 
the  opinion  of  said  counsel  that  no  such  deeds, 
instruments  or  conveyances  are  necessary  for  that 
purpose, 

provided  that  in  the  case  of  approaches  or  roadways, 
or  betterments,  improvements  or  extensions  thereof,  re¬ 
quired  by  the  terms  of  any  law,  ordinance  or  conti'act 
conferring  rights  or  franchises  on  the  Terminal  Company 
to  be  constructed  by  it,  but  not  needed  for  the  railroad 
terminal  purposes  of  the  Terminal  Company,  or  in  the 
case  of  subways,  viaducts  or  overhead  structures  the 
effect  whereof  is  to  relieve  the  tracks  of  the  Terminal 
Company  from  the  burden  of  grade  crossings,  the  pro¬ 


instruments  oi 

further 

assurance. 


Opinion  of 
counsel. 


62 


visions  of  this  paragraph  Sixth  shall  not  be  operative  as 
to  anj  interest  therein  (although  the  same  may  con¬ 
stitute  the  entire  ownership  thereof)  that  shall  exist  in 
any  state,  county,  municipality  or  other  political  body, 
or  individual  or  corporation  other  than  the  Terminal 
Company,  and  for  that  reason  cannot  be  subjected  to 
the  lien  of  this  mortgage  ;  and  provided  further  that  the 
provisions  of  this  paragraph  Sixth  shall  not  be  operative 
as  to  any  additions  to  or  betterments  or  improvements 
of  said  line  of  railroad  of  St.  Louis,  Iron  Mountain  and 
Southern  Railway  Company  covered  by  the  Joint 
Trackage  Agreement. 

Reservation  D.  None  of  the  First  Mortgage  Bonds  shall  be  authenti- 

of  bonds  or  on 

against  liens,  cated  and  delivered  and  none  of  the  deposited  moneys  shall 
be  paid  out  on  account  of  the  construction  or  acquisition  of 
any  property  which  shall  appear  by  the  certificate  hereinabove 
in  paragraph  Third  of  subsection  C  of  this  Section  4  pro¬ 
vided  for  to  be  subject  or  liable  thereafter  to  become  subject 
to  any  lien  or  charge  required  by  the  terms  of  said  paragraph 
Third  to  be  certified,  unless  or  until  the  Trustee  shall  have 
reserved  out  of  the  First  Mortgage  Bonds  then  deliverable 
under  said  Section  4  or  out  of  the  deposited  moneys  payable 
under  said  Section  4  which  will  remain  an  amount  of  First 
Mortgage  Bonds  taken  at  the  price  fixed  in  said  certificate,  or 
an  amount  of  deposited  moneys,  at  least  equal  to  the  aggregate 
principal  amount  of  such  certified  lieus  or  charges.  All  First 
Mortgage  Bonds  so  reserved  shall  be  coupon  bonds  of  the 
denomination  of  $1,000. 

Release  or  Whenever  thereafter  any  such  certified  liens  or  chaiges  in 

reserved  bonds  J  ° 

or  moneys.  respect  of  which  any  such  reservation  shall  have  been  made  or 
any  part  thereof  shall  be  paid  or  otherwise  effectually  re¬ 
leased,  or  any  such  lien  or  charge  or  any  part  thereof  shall  be 
acquired  and  effectually  subjected  to  the  lien  hereof  to  the 
satisfaction  of  the  Trustee,  then  an  amount  of  First  Mortgage 


63 


Bonds  so  reserved  by  the  Trustee  under  this  subsection  D 
taken  at  the  price  at  which  such  reservation  was  made  or 
deposited  moneys  so  reserved  by  the  Trustee  equal  (as 
near  as  may  be  without  the  authentication  and  delivery 
of  bonds  of  a  denomination  less  than  $1,000)  to  but 
not  greater  than  the  principal  amount  of  the  lien  or 
charge  or  part  thereof  so  paid,  released  or  subjected 
hereto,  shall  be  authenticated  and  delivered  or  paid  by  the 
Trustee  to  the  Terminal  Company  or  upon  its  order,  so  that 
the  amount  of  bonds  taken  at  the  respective  prices  fixed  in 
the  certificates  with  respect  to  which  such  reservation  shall 
be  made,  or  the  amount  of  such  deposited  moneys,  or  both, 
reserved  by  the  Trustee  under  this  subsection  D,  at  all  times 
shall  be  equal  to  or  greater  than  the  amount  of  such  liens  and 
charges  remaining  unsatisfied  or  not  subjected  to  the  lieu 
hereof.  Whenever  all  certified  liens  or  charges,  in  respect 
whereof  reservation  of  bouds  shall  previously  have  been  made  as 
hereinabove  provided,  shall  have  been  paid  in  full,  or  satisfied, 
or  released,  or  acquired  and  effectually  subjected  to  the  lien 
hereof,  to  the  satisfaction  of  the  Trustee,  then  all  bonds  so 
reserved,  to  which  the  Terminal  Company  shall  not,  by  reason 
of  such  payment  and  satisfaction,  release  or  acquisition  and 
subjection  hereto  of  liens  and  charges  be  entitled,  may  be 
authenticated  or  delivered,  as  provided  by  the  terms  of  this 
indenture,  upon  the  same  terms  and  conditions  as  if  the  same 
had  not  at  any  time  been  so  reserved. 

The  facts  with  respect  to  the  payment  and  satisfaction, 
release  or  acquisition  and  subjection  hereto  of  any  liens  or 
charges  may  be  made  to  appear  to  the  Trustee  for  the  pur¬ 
poses  of  the  provisions  of  this  subsection  D  by  such  certifi¬ 
cates,  signed  by  the  President  or  a  Vice-President  and  the 
Treasurer  or  an  Assistant  Treasurer  of  the  Terminal  Company, 
and  containing  proper  statements  of  fact  and,  if  required  by 
the  Trustee,  accompanied  by  proper  vouchers  or  other  evi¬ 
dence,  as  the  Trustee  in  its  discretion  may  accept  as  sufficient. 


64 


Disposition 
surplus 
moneys  or 
bonds. 


Definition 
o £  “  net 
proceeds.” 


E.  Any  deposited  moneys  paid  or  First  Mortgage  Bonds 
delivered  to  the  Terminal  Company  or  upon  its  order  under 
this  Section  4  that  shall  be  returned  to  the  Trustee  as  con¬ 
templated  by  clause  (c)  of  paragraph  Second  or  clause  (e)  of 
paragraph  Third  or  clause  (c)  of  paragraph  Fourth  of  subsec¬ 
tion  C  of  this  Section  4  shall  thereafter  be  paid  out  again  or 
redelivered  pursuant  to  the  provisions  of  this  Section  4. 

F.  The  term  “  net  proceeds  of  First  Mortgage  Bonds  ”  as 
used  in  this  Section  4  shall  include  (a)  deposited  moneys 
derived  from  the  sale  of  Gold  Notes,  and  (b)  deposited  moneys 
derived  from  the  sale  of  First  Mortgage  Bonds  sold  as  pro¬ 
vided  in  Section  2  of  this  Article  Second. 

The  deposited  moneys  derived  from  the  sale  of  a  Gold 
Note  shall  be  deemed  to  be  the  net  proceeds  of  a  face  amount 
of  First  Mortgage  Bonds  equal  to  120%  of  the  face  amount 
of  such  Gold  Note.  In  computing  the  amount  of  deposited 
moneys  which  shall  be  deemed  to  have  been  derived  from  the 
sale  of  any  Gold  Note  or  of  any  First  Mortgage  Bond  sold  as 
provided  in  said  Section  2,  there  shall  be  taken  the  price  at 
which  it  was  sold,  exclusive  of  accrued  interest  and  after  de¬ 
duction  of  the  portion  apportionable  to  said  note  or  bond  of 
the  commissions  or  compensation  for  bankers’  services  or 
undertakings,  if  any,  which  was  paid  in  connection  with  the 
sale  of  all  of  the  Gold  Notes  or  First  Mortgage  Bonds  sold  at 
the  same  time  or  under  the  same  contract  as  said  note  or  bond 
and  deducted  from  the  amount  deposited  hereunder —all  as 
shall  appear  in  the  resolutions  and  certificates  or  copies 
thereof  received  by  the  Trustee  relating  to  the  authentication 
and  delivery  of  such  Gold  Notes  or  First  Mortgage  Bonds. 

If  at  any  time  the  percentage  which  the  various  amounts 
making  up  any  deposited  moneys  shall  be  of  the  respective 
principal  amounts  of  First  Mortgage  Bonds  of  which  such 
amounts  of  deposited  moneys  shall  be  deemed,  as  hereinabove 
provided,  to  be  the  respective  net  proceeds  shall  be  a  varying 


65 


figure,  because  such  deposited  moneys  shall  have  been  derived 
from  the  sale  of  both  Gold  Notes  and  First  Mortgage  Bonds 
or  from  notes  or  bonds  at  different  prices,  all  such  deposited 
moneys  shall,  for  the  purposes  of  this  subsection  F,  be  deemed 
to  be  the  net  proceeds  of  a  principal  amount  of  First  Mort¬ 
gage  Bonds  of  which  the  sum  of  such  deposited  moneys  is  the 
average  percentage. 

Section  5.  The  written  resolutions,  certificates  and  other  Protection  of 

Trustee. 

instruments  provided  for  in  this  Article  Second  may  be  ac¬ 
cepted  by  the  Trustee  as  conclusive  evidence  of  the  facts 
therein  referred  to  aud  of  anything  pertaining  to  the  right  of 
the  Trustee  to  authenticate  or  deliver  bonds  or  pay  out  depos¬ 
ited  moneys  and  without  further  inquiry  by  it  shall  be  deemed 
to  be  full  authority  and  protection  to  the  Trustee  for  the 
authentication  and  delivery  of  bonds  and  the  payment  of  de¬ 
posited  moneys  and  for  all  action  or  non-action  on  the  faith 
thereof. 

The  Trustee,  however,  before  authenticating  or  deliv¬ 
ering  any  bonds  or  paying  out  any  deposited  moneys 
or  acting  otherwise  upon  the  faith  of  any  instrument  fur¬ 
nished  under  any  of  the  provisions  of  this  Article  may, 
but  shall  not  under  any  circumstances  be  required  to, 
make  further  inquiry  with  regard  to  any  statement  or  state¬ 
ments  contained  therein.  If  the  Trustee  shall  determine  to 
make  such  further  inquiry,  it  shall  be  entitled  to  examine 
any  or  all  of  the  property,  employees,  books  and  records  of 
the  Terminal  Company  through  any  representative  or  repre¬ 
sentatives  whom  it  may  select  as  well  as  to  make  such  further 
examination  as  it  may  determine  to  be  proper.  The  reason¬ 
able  expenses  of  every  such  examination  shall  be  paid  by  the 
Terminal  Company  and  until  paid  shall  be  secured  by  the  lien 
of  this  mortgage  in  priority  to  the  bonds  issued  hereunder. 

Unless  satisfied  as  to  the  truth  and  accuracy  of  the 
statements  so  investigated,  the  Trustee  shall  not  be 


66 


obliged  to  accept  the  instrument  containing  them  or  to 
authenticate  or  deliver  any  bonds  or  to  pay  or  order  the  pay¬ 
ment  of  any  deposited  moneys  or  to  act  otherwise  upon 
the  faith  thereof ;  but  in  case  the  Trustee  shall  refuse  or 
determine  to  refuse  to  accept  any  certificate  or  to  authenticate 
or  deliver  any  bonds  or  to  pay  or  order  the  payment  of  any 
deposited  moneys  or  to  act  otherwise  as  contemplated  hereby 
upon  the  faith  thereof,  it  shall  promptly  notify  the  Terminal 
Company  in  writing  of  its  action  and  of  the  reasons  therefor. 


ARTICLE  THIRD. 


Redemption 
cr  bonds. 


Publication 
ot  notice. 


Section  1.  The  Terminal  Company  may,  at  its  option,  on 
any  semi-annual  interest  day,  pay  off  and  redeem  all  or 
any  (being  $1,000  or  any  multiple  thereof  in  principal 
amount)  of  the  First  Mortgage  Bonds,  at  the  face  amount 
thereof  and  accrued  interest  on  said  face  amount  and 
a  premium  of  five  per  cent,  of  said  face  amount  if  re¬ 
deemed  prior  to  March  1,  1929,  four  per  cent,  if  redeemed 
thereafter  and  prior  to  March  1,  1939,  and  three  per  cent,  if 
redeemed  thereafter  ;  provided  that  notice  of  such  election 
shall  be  given  by  publication  in  two  daily  newspapers  of  gen¬ 
eral  circulation,  or  in  one  such  newspaper  and  one  financial 
journal,  published  in  the  Borough  of  Manhattan,  in  the  City  of 
New  York,  once  a  week  for  eight  successive  calendar  weeks 
(in  each  case  upon  any  day  or  days  of  the  week)  prior  to 
the  interest  day  on  which  such  payment  and  redemption  is 
to  be  made,  the  first  publication  to  be  made  not  less  than 
sixty  days  nor  moie  than  ninety  day's  prior  to  such  redemp¬ 
tion  date,  stating  such  election  on  the  part  of  the  Terminal 
Company  and  that  the  interest  on  the  bonds  to  be  redeemed 
will  cease  on  the  next  ensuing  interest  day,  and  requiring 
that  said  bonds  be  then  presented  for  payment  and  redemp¬ 
tion  at  a  place  to  be  specified  in  the  Borough  of  Manhattan,  in 
the  City  of  New  York.  In  case  any  of  the  bonds  to  be  re- 


67 


deemed  shall  by  the  terms  thereof  be  payable  at  the  holder’s 
option  in  a  place  or  places  other  than  the  City  of  New  York, 
it  shall  be  the  duty  of  the  Secretary  of  the  Terminal  Company 
to  publish  a  similar  notice  at  least  once  a  week  for  eight  suc¬ 
cessive  weeks  in  one  newspaper  of  general  circulation  or  one 
financial  journal  published  in  each  city  in  which  such  bonds 
shall  be  so  payable  (the  first  publication  to  be  made  not  less 
than  sixty  days  or  more  than  ninety  days  prior  to  such  redemp¬ 
tion  date).  It  shall  also  be  the  duty  of  the  Secretary  of  the  Mailing  of 

J  J  notice. 

Terminal  Company  to  cause  similar  notices — addressed  to  the 
Trustee  and  to  all  of  the  persons  severally  who  shall  appear 
upon  the  bond  register  to  be  the  holders  of  registered  bonds 
or  of  coupon  bonds  registered  as  to  principal  and  called  (in 
whole  or  in  part)  for  payment  and  redemption,  at  their  ad¬ 
dresses  as  the  same  shall  appear  upon  the  bond  register — to  be 
deposited  in  the  United  States  mail,  postage  prepaid,  at  least 
sixty  days  prior  to  such  redemption  date.  Failure  to  cause 
any  such  notice  to  be  published  in  any  city  other  than  the 
City  of  New  York,  or  so  to  mail  any  such  notice  or  notices, 
shall  not  affect  the  validity  of  any  such  proceedings  for  the 

redemption  of  said  bonds.  Upon  full  advertisement  of  Bonds  to 

become  due  on 

such  notice  by  the  Terminal  Company  in  the  City  °fjj®^|mpUon 
New  York  (and  without  other  prerequisite  or  condition) 
the  First  Mortgage  Bonds  and  the  portions  thereof  so  to 
be  redeemed  shall,  on  the  interest  day  and  at  the  place 
designated  in  such  notice,  become  due  and  payable  at  their 
face  amount  with  a  premium  of  6ve  per  cent,  of  said  face 
amount  if  the  day  so  designated  is  prior  to  March  1,  1929, 
four  per  cent,  if  subsequent  to  March  1,  1929,  and  prior  to 
March  1,  1939,  and  three  per  cent,  if  such  day  is  March  1, 

1939  or  later,  together  with  the  accrued  interest  on  said  face 
amount  to  the  date  of  redemption  so  designated,  and  from 
and  after  the  date  of  redemption  so  designated  (unless 
the  Terminal  Company  shall  make  default  in  the  pay¬ 
ment  of  said  bonds)  interest  on  said  First  Mortgage 


68 


Redemption  of 
less  than 
entire  Issue. 


Drawing  of 
bonds. 


Bonds  and  portions  thereof  shall  cease,  and  all  tin- 
matured  corqjous  for  interest  appertaining  to  said  bonds 
shall  become  and  be  null  and  void.  On  presentation, 
in  accordance  with  said  notice,  of  said  bonds  aud  (in 
the  case  of  coupon  bonds)  of  the  coupons  maturing  on  said 
redemption  day  and  all  subsequent  coupons,  said  bonds 
shall  be  paid  by  the  Terminal  Company  at  the  rates  herein¬ 
above  provided  with  accrued  interest  to  such  interest  day. 
If  not  so  paid  on  presentation  thereof  said  bonds  shall  con¬ 
tinue  to  bear  interest  at  the  rate  of  five  per  cent,  per  annum 
until  payment. 

In  case  less  than  all  of  the  outstanding  First  Mortgage 
Bonds  are  to  be  redeemed  as  aforesaid,  the  Terminal  Com¬ 
pany  shall,  at  least  ten  days  prior  to  the  date  upon  which  the 
first  publication  of  the  notice  of  redemption  hereinbefore  pro¬ 
vided  for  is  required  to  be  made,  deliver  to  the  Trustee  a 
notice  stating  the  amount  of  bonds  which  it  desires  to  re¬ 
deem  and  the  date  fixed  for  such  redemption,  and  thereupon 
the  Trustee  shall  draw  by  lot  in  such  manner  as  it  shall 
determine  from  the  issue  numbers  of  all  of  the  outstanding 
First  Mortgage  Bonds  the  distinguishing  numbers  of  an 
amount  of  bonds  to  the  principal  amount  specified  (using  in 
the  case  of  coupon  bonds  for  $1,000  the  actual  issue  numbers 
thereof  respectively,  and  in  the  case  of  coupon  bonds  for  $500 
and  $100  the  actual  numbers  and  letters  thereof  in  groups 
aggregating  $1,000  face  amount  of  the  same  denomina¬ 
tion,  but  not  necessarily  bearing  the  same  issue  number, 
grouping  the  same  in  the  order  in  which  said  bonds 
shall  have  been  issued,  and  using  in  the  case  of  regis¬ 
tered  bonds  the  numbers  of  the  reserved  coupon  bonds  in 
lieu  of  or  in  exchange  for  which  such  registered  bonds  were 
issued  respectively)  and  shall  within  ten  days  after  receiving  the 
notice  aforesaid  notify  the  Terminal  Company  of  the  issue 
numbers  and  letters  of  the  bonds  so  drawn.  If  any  bonds  the 
issue  numbers  whereof  shall  be  so  drawn  shall  be  bonds  held 


69 


in  reserve  against  registered  bonds  the  notice  of  redemption  to 
be  advertised  and  mailed  as  hereinabove  provided  shall 
specify  the  respective  numbers  of  such  registered  bonds  (and 
not  the  issue  numbers  of  the  reserved  coupon  bonds  so  drawn) 
and  if  the  issue  numbers  of  all  coupon  bonds  held  in  reserve 
against  any  given  registered  bond  shall  not  have  been  drawn  Redemption  of 
so  that  less  than  the  face  amount  of  auy  such  registered  bond  J)ond!ered 
shall  be  redeemable,  said  notice  shall  also  specifically  state 
the  portion  of  the  face  amount  thereof  which  is  to  be  redeemed 
and  that  upon  presentation  of  such  registered  bond  for  re¬ 
demption  new  coupon  bonds  or  new  registered  bonds  as  the 
bondholder  shall  elect  will  be  issued  in  lieu  of  the  unredeemed 
portion  of  the  face  amount  thereof. 

Upon  the  surrender  properly  endorsed  for  transfer  of  a 
registered  bond  whereof  a  portion  only  of  the  face  amount  is 
to  be  redeemed,  the  Terminal  Company  without  charge  there¬ 
for  shall  issue  and  the  Trustee  shall  authenticate  and  deliver 
a  like  face  amount  of  new  coupon  bonds  or  new  registered 
bonds  as  the  holder  shall  elect,  in  lieu  of  the  unredeemed  por¬ 
tion  of  the  face  amount  of  the  bond  so  surrendered. 

Upon  redemption  as  aforesaid  the  sums  so  due  and  payable  to  whom 

~  payment  is 

for  principal  and  premium  upon  the  coupon  bonds  shall  be t0  be  made* 
paid  to  the  bearers  of  such  coupon  bonds  unless  registered 
and,  if  registered,  to  the  registered  owners  thereof,  but  in  no 
case  shall  the  Terminal  Company  be  required  to  make  pay¬ 
ment  except  upon  surrender  of  the  bonds  and  of  all  coupons 
for  interest  thereon  unmatured  at  the  date  of  redemption 
designated  in  such  notice,  except  lost  or  destroyed  coupons 
which  have  ceased  to  be  enforcible  or  against  which  appro¬ 
priate  amounts  of  cash  have  been  deposited  with  the  Trustee. 

The  accrued  interest  represented  by  coupons  maturing  on  the 
date  of  redemption  designated  in  such  notice  and  the  interest 
represented  by  coupons  which  shall  have  matured  prior  to 
that  date  shall  continue  to  be  payable  (but  without  interest 
thereon,  unless  the  Terminal  Company  shall  make  default  in 


70 


Deposit  of 
moneys  to 
credit  of 
unsurrendered 
called  bonds. 


the  payment  thereof  upon  demand)  to  the  respective  bearers 
of  such  coupons.  The  sums  so  due  and  payable  upon  regis¬ 
tered  bonds  without  coupons  for  principal  and  premium  and 
accrued  interest  shall  be  paid  to  the  registered  owners  of  such 
bonds  or  to  their  assigns  under  duly  executed  instruments  of 
assignment,  but  in  every  case  only  upon  surrender  of  the  bonds 
properly  endorsed  for  transfer. 

If  at  any  time  on  or  after  the  date  fixed  for  the  redemp¬ 
tion  of  any  bond  (or  any  portion  of  a  registered  bond)  as 
aforesaid,  such  bond  shall  not  have  been  presented  for 
redemption,  the  Terminal  Company  may  deposit  with  the 
Trustee  to  the  credit  of  such  bond  (or  such  portion  of  a 
registered  bond)  designated  by  the  issue  number  thereof 
a  sum  of  money  equal  to  the  whole  (or  such  por¬ 
tion)  of  the  face  amount  thereof  and  the  accrued  interest 
thereon  to  the  date  fixed  for  redemption  as  aforesaid, 
and  then  remaining  unpaid,  together  with  a  premium 
on  such  face  amount  (or  such  portion  of  the  face  amount)  at 
the  rate  hereinabove  fixed,  and  such  deposit  of  such  sum  shall 
constitute  full  payment  of  the  bond  and  coupons  thereto  be¬ 
longing  (or  in  the  case  of  a  registered  bond  whereof  a  portion 
only  of  the  face  amount  is  to  be  redeemed  full  payment 
of  such  portion  of  the  face  amount  thereof  and  all  claims  for 
interest  upon  such  portion  of  the  face  amount),  as  between 
the  Terminal  Company  and  every  holder  thereof.  The 
sum  so  deposited  with  the  Trustee  shall  constitute  a  trust 
fund  for  the  holder  of  such  bond  or  such  bond  and  coupons, 
but  no  interest  shall  accrue  thereon  in  his  favor.  Any 
interest  allowed  by  the  Trustee  upon  any  sum  so  de¬ 
posited  shall  be  paid  to  the  Terminal  Company.  Thereupon 
and  thereafter  such  bond  and  the  coupons  thereto  belonging, 
if  any  (or  in  the  case  of  a  registered  bond  whereof  a  portion 
only  of  the  face  amount  is  to  be  redeemed,  such  portion  of  the 
face  amount  thereof  and  all  claims  for  interest  upon  such  por¬ 
tion  of  the  face  amount),  shall  be  excluded  from  the  partieipa- 


71 


tion  in  tlie  lien  and  security  afforded  by  this  mortgage,  and  the 
holder  shall  look  for  payment  of  such  bond  and  accrued  interest 
thereon  only  to  the  fund  so  deposited  with  the  Trustee,  and  in 
no  event  to  the  Terminal  Company  or  the  trust  estate. 

All  First  Mortgage  Bonds  redeemed  and  paid  hereunder 
shall  be  cancelled  and  no  First  Mortgage  Bonds  shall  be  issued 
in  substitution  therefor,  except  as  aforesaid  in  the  case  of 
registered  First  Mortgage  Bonds  a  portion  only  of  the  face 
amount  whereof  has  been  so  redeemed  and  paid. 

Section  2.  In  case  all  of  the  First  Mortgage  Bonds  at  the  Application  or 

moneys  held 

time  being  outstanding  shall  at  any  time  be  called  for  redemp-  redemption  of 
tion  pursuant  to  the  provisions  of  this  Article  Third,  ap  entlre  i88ue- 
moneys  tlien  held  by  the  Trustee  or  any  of  the  depositaries 
under  any  of  the  provisions  of  this  indenture  (except  sums 
of  money  received  against  and  placed  to  the  credit  of  other 
particular,  unsurrenderecl,  First  Mortgage  Bonds,  pursuant 
to  the  provisions  of  Section  1  of  this  Article  Third  or 
Section  3  of  Article  Fifth)  shall,  upon  request  of  the  Ter¬ 
minal  Compauy  expressed  in  a  resolution  of  its  Board  of 
Directors  or  Executive  Committee  a  certified  copy  whereof 
shall  be  delivered  to  the  Trustee,  be  applied  by  the  Trustee 
to  the  redemption  and  payment  of  the  bonds  so  called 
for  redemption  and  any  such  moneys  in  excess  of  the 
amount  necessary  for  such  redemption  shall  be  payable  to  the 
Terminal  Company. 

ARTICLE  FOURTH. 

The  Terminal  Company  covenants  with  the  Trustee  as  covenants  of 

.  .  Terminal 

hereinafter  m  this  Article  Fourth  set  forth  :  company. 

Section  1.  The  Terminal  Company  will  duly  and  punctually 

pay  the  principal  of  and  the  interest  upon  every  bond  issued  covenant  to 
r  J  r  1  l  J  pay  principai 

under  this  indenture,  at  the  dates  and  places  and  in  the  man-  and  lnterest- 
ner  mentioned  in  such  bonds  or  in  the  coupons  thereto  be- 


72 


Deduction  for 
taxes. 


Extension  of 
interest  claims. 


longing,  according  to  the  true  intent  and  meaning  thereof, 
without  deduction  from  either  principal  or  interest  for  any  tax 
or  taxes,  assessment  or  assessments  or  governmental  charges 
(except  the  Federal  income  tax  imposed  by  the  the  Act  of 
Congress  approved  October  3,  1913,  with  respect  to  income 
derived  from  interest  paid  on  said  bonds),  which  the  Ter¬ 
minal  Company  or  the  Trustee  may  be  required  or  permitted 
to  pay  thereon  or  to  retain  therefrom,  under  or  by  reason 
of  any  present  or  future  law  or  ordinance  of  the  United 
States  of  America,  or  of  any  state,  territory,  county,  munici¬ 
pality  or  other  taxing  authority  therein  ;  and  the  Terminal 
Company  hereby  assumes  the  payment  of  all  such  taxes,  assess¬ 
ments  and  charges,  with  the  exception  aforesaid,  imposed  by  or 
under  any  such  authority  upon  the  principal  of  or  interest  on 
any  of  the  bonds.  The  interest  on  the  coupon  bonds  shall  be 
payable  only  upon  presentation  and  surrender  of  the  several 
coupons  for  such  interest  as  they  respectively  mature,  and, 
when  paid,  such  coupons  shall  forthwith  be  cancelled.  The 
interest  on  the  registered  bonds  without  coupons  shall  be 
payable  only  to  the  registered  holders  thereof. 

In  order  to  prevent  any  accumulation  of  coupons  and 
claims  for  interest  after  maturity,  the  Terminal  Company 
expressly  covenants  that  it  will  not  directly,  or  indirectly, 
extend,  or  assent  to  the  extension  of,  the  time  for  the 
payment  of  any  coupon  or  claim  for  interest  on  any  of 
the  First  Mortgage  Bonds  ;  and  the  Terminal  Company 
will  not,  directly  or  indirectly,  be  a  party  to  or  approve 
of  any  such  arrangement  by  purchasing  or  funding  said 
coupons  or  claims  for  interest  or  in  any  other  manner.  No 
purchase  of  any  coupon  or  any  advance  or  loan  thereon  by  or 
on  behalf  of  the  Terminal  Company  or  by  or  on  behalf  of 
any  person  or  corporation  which,  by  agreement  with  the  Ter¬ 
minal  Company,  shall  become  obligated  to  the  payment  of 
the  same,  or  shall  have  acquired  the  trust  estate  subject 
to  the  lieu  of  this  indenture,  shall  keep  such  coupons  alive 


73 


or  preserve  their  lien  upon  the  trust  estate  except  suhject 
to  the  prior  payment  in  full  of  all  of  the  First  Mortgage  Bonds 
and  of  all  coujions  and  claims  for  interest  not  so  purchased  or 
funded. 

Section  2.  At  all  times  until  the  payment  of  the  First office01; 
Mortgage  Bonds,  the  Terminal  Company  will  keep  an  office  orNew'i0rk- 
agency  in  the  Borough  of  Manhattan,  in  the  City  of  New  York, 
where  the  First  Mortgage  Bonds  and  coupons  may  be  pre¬ 
sented  for  payment,  and  where  notices  and  demands  in  respect 
of  the  First  Mortgage  Bonds  and  coupons  or  under  this  mort¬ 
gage  may  be  served  or  made  and  will  appoint  some  person 
having  his  place  of  business  at  such  office  or  agency  as  the  Agent  tor 
agent  of  the  Terminal  Company  upon  whom  process  in  anyprocess- 
action  or  proceeding  brought  by  the  Trustee  (or  any  of  the 
bondholders  if  not  inconsistent  with  the  terms  hereof)  for  the 
enforcement  of  any  rights  or  the  exercise  of  any  remedy  created 
or  provided  for  by  the  First  Mortgage  Bonds  or  hereby  may 
be  served,  and  will,  from  time  to  time  give  written  notice  to 
the  Trustee  of  the  location  of  such  office  or  agency  (or  of  some 
bank  or  trust  company  in  said  Borough  which  may  be  desig¬ 
nated  by  the  Terminal  Company  for  such  purpose)  and  of  the 
appointment  of  such  agent  for  the  service  of  process.  In  de¬ 
fault  of  such  written  notice,  presentation  and  demand  may  be 
made  and  notice  served  at  the  office,  in  said  Borough  of 
Manhattan,  of  the  Trustee  and  process  may  be  served  as 
aforesaid  upon  the  Trustee,  which  in  that  event  shall  be 
deemed  and  be  the  representative  of  the  Terminal  Company 
for  such  purpose  ;  but  the  Trustee  shall  be  under  no  duty  or 
obligation  with  respect  to  any  such  notice,  presentation, 
demand  or  process. 

Section  3.  All  property,  interests,  rights,  franchises,  pri-  After-acquired 
vileges  and  immunities  of  every  kind  conveyed,  assigned  subJect  hereto, 
or  pledged,  or  comprehended  in  any  manner  in  the  grant¬ 
ing  clauses  of  this  indenture,  or  which  it  has  been  cove- 


74 


Further 

assurances. 


Prior  Hens. 


nanteci  or  agreed  shall  be  conveyed,  assigned  or  pledged  to 
the  Trustee  under  this  mortgage,  immediately  upon  the  ac¬ 
quisition  thereof  by  the  Terminal  Company  and  without  any 
further  conveyance  or  assignment,  shall  become  and  be  subject 
to  the  lien  of  this  mortgage  as  fully  and  completely  as  though 
now  owned  by  the  Terminal  Company  and  specifically  de¬ 
scribed  in  the  granting  clauses  hereof ;  but  at  any  and  all 
times,  the  Terminal  Company  will  execute  and  deliver  any 
and  all  such  further  assurances  or  conveyances  or  assignments 
thereof  to  the  Trustee  as  the  Trustee  may  reasonably  direct 
or  require,  for  the  purpose  of  expressly  and  specifically  sub¬ 
jecting  the  same  to  the  lien  of  this  mortgage,  and  also  the 
Terminal  Company  will  do,  execute,  acknowledge  and  deliver, 
or  cause  to  be  done,  executed,  acknowledged  and  delivered, 
all  and  every  sncli  further  acts,  deeds,  conveyances,  transfers 
and  assurances  in  the  law,  for  the  better  assuring,  conveying, 
assigning  and  confirming  uuto  the  Trustee  all  and  singular  the 
estates  and  property,  interests,  rights,  privileges  aud  im¬ 
munities  by  this  mortgage  conveyed  or  assigned,  or  intended 
so  to  be,  or  which  the  Terminal  Company  may  be  or  hereafter 
become  bound  to  convey  or  assign  to  the  Trustee,  as  the 
Trustee  shall  reasonably  require. 

Section  4.  The  Terminal  Company  will  not  voluntarily  cre¬ 
ate,  or  suffer  to  be  created,  any  debt,  lien  or  charge  which  would 
be  prior  to  the  lien  of  this  mortgage  upon  the  mortgaged 
premises,  or  any  part  thereof,  or  upon  the  income  thereof,  and 
will  not  suffer  any  lien  or  charge  whatsoever  superior  to  the 
lien  hereof  to  exist  against  or  upon  the  bridge  across  the 
Mississippi  River  now  being  erected  by  the  Terminal  Com¬ 
pany,  its  approaches,  connected  tracks,  the  right  of  way 
therefor  and  the  structures  thereon  or  upon  any  thereof 
(other  than  liens  now  existing  and  specifically  described  in 
the  granting  clauses  hereof)  except  such  claims  of  material- 
men,  mechanics,  laborers  and  like  claims  as  the  Terminal 


75 


Company  shall  be  bound  to  discharge  or  otherwise  cause  to 
be  removed  as  next  hereinafter  provided  ;  and,  within  three 
months  after  the  same  shall  accrue,  it  will  pay  or  cause  to 
be  discharged,  or  will  make  adequate  provision  to  satisfy 
and  discharge,  all  lawful  claims  and  demands  of  material- 
men,  mechanics,  laborers  and  others  which,  if  unpaid,  may  by 
law  be  given  precedence  to  this  mortgage  as  a  lien  or  charge 
upon  the  trust  estate  or  any  part  thereof,  or  the  income  thereof ; 
provided,  that  nothing  in  this  Section  4  contained  shall  re¬ 
quire  the  Terminal  Company  to  pay  any  such  debt,  lien  or 
charge  so  long  as  it  shall,  in  good  faith,  contest  the  validity 
thereof,  unless  thereb}',  in  the  opinion  of  the  Trustee,  the  trust 
estate  or  some  part  thereof  will  be  lost,  forfeited  or  materially 
endangered. 

Section  5.  The  Terminal  Company  from  time  to  time  will  Taxes, 
pay  and  discharge  or  cause  to  be  paid  and  discharged,  all 
taxes,  assessments  and  governmental  charges  (the  lien  whereof 
would  be  prior  to  the  lien  hereof)  lawfully  imposed  upon 
the  trust  estate  or  upon  any  part  thereof,  or  upon  the  in¬ 
come  and  profits  thereof,  and  also  all  taxes,  assessments 
and  governmental  charges  lawfully  imposed  upon  the  lien  or 
interest  of  the  Trustee  in  respect  of  such  premises  or  income, 
so  that  the  lien  and  priority  of  this  mortgage  shall  be  fully 
preserved  at  the  cost  of  the  Terminal  Company  without  ex¬ 
pense  to  the  Trustee  or  the  bondholders  ;  provided,  however, 
that  the  Terminal  Company  shall  have  the  right  to  contest 
any  such  tax,  assessment  or  charge,  and  pending  such  contest, 
may  delay  or  defer  the  payment  thereof,  unless  thereby,  in 
the  opinion  of  the  Trustee,  the  trust  estate  or  some  part 
thereof  will  be  lost,  forfeited  or  materially  endangered. 

Section  6.  The  Terminal  Company  shall  and  will,  at  all  insurance, 
times,  keep  insured  its  buildings,  and  all  other  structures 
erected,  or  to  be  erected,  on  the  mortgaged  premises  and 
all  other  property  subject  to  the  lien  of  this  mortgage,  of  a 


7fi 


character  usually  insured,  and  in  a  customary  manner.  The 
proceeds  of  any  such  insurance  upon  any  property  subject  to 
this  mortgage  shall  be  paid  to  the  Trustee  and  shall  be  set  apart 
and  held  by  the  Trustee  as  part  of  the  trust  estate  and  shall  be 
paid  out  by  the  Trustee  for  the  purposes  and  in  substantially 
the  same  manner  and  subject  to  substantially  the  same  condi¬ 
tions  and  limitations  and,  so  far  as  the  provisions  therefor  shall 
be  applicable,  upon  like  resolutions,  certificates,  and,  if  the  case 
shall  require,  conveyances  of  property,  opinions,  releases, 
affidavits,  vouchers  and  other  instruments  to  be  delivered  to 
the  Trustee,  as  deposited  moneys  are  authorized  to  be  paid  out 
by  the  provisions  of  Section  4  of  Article  Second  of  this  in¬ 
denture  ;  provided,  further,  that  nothing  contained  iu  said 
Article  Second  or  elsewhere  in  this  indenture  shall  be  taken 
to  prohibit  the  use  of  such  insurance  moneys  for  the  replace¬ 
ment  of  the  property  damaged  or  destroyed  with  respect  to  the 
damage  or  destruction  whereof  such  insurance  moneys  shall 
have  been  collected. 

Any  new  property  so  acquired  by  the  Terminal  Company 
ipso  facto  shall  become  and  be  subject  to  this  mortgage  as 
fully  as  though  specifically  mortgaged  or  assigned  hereby, 
but,  if  requested  by  the  Trustee,  the  Terminal  Company  will 
convey  and  assign  the  same  to  the  Trustee  by  appropriate 
deeds  or  other  instruments  upon  the  trusts  and  for  the  pur¬ 
poses  of  this  mortgage,  and  will  cause  the  same  to  be  regis¬ 
tered,  recorded  or  filed  in  such  manner  as  appropriately  to 
secure  and  continue  the  lien  of  this  mortgage  thereon. 

i^a8esanan<ier  Section  7.  The  Terminal  Company  shall  not  and  will  not 

agreements.  snffer  or  permit  any  default  wlierefor  any  lessor  may  terminate 
any  lease  of  any  property  made  to  the  Terminal  Company  or 
wlierefor  any  right  of  the  Terminal  Company  under  any  traffic, 
trackage  or  operating  agreement  may  be  terminated,  which 
lease  or  agreement  may  or  the  Terminal  Company’s  interest 
wherein  may  be  or  become  subject  to  the  lien  of  this  mort- 


77 


gage,  and  in  case  and  whenever  any  default  shall  be  made  in 
paying  any  sum  stipulated  to  be  paid  in  any  sncli  lease  or 
agreement,  the  Trustee,  without  affecting  any  of  its  rights 
hereunder,  from  time  to  time,  in  its  discretion,  may  pay  any 
sum  so  in  default,  and  thereupon  shall  have,  and  forthwith 
may  assert,  a  lien  for  such  advances  upon  the  trust  estate  aud 
the  proceeds  thereof,  which  lien  shall  be  entitled  to  priority  in 
payment  from  the  income  and  profits  of  the  trust  estate  over 
the  First  Mortgage  Bonds. 

Section  8.  The  Terminal  Company  covenants  and  agrees  Enforcement 

r  J  °  of  pledged 

that  it  will  enforce  by  suit  or  suits,  in  equity  or  in  law,  or  by  contracts, 
other  proper  proceedings,  all  of  the  terms  and  provisions  of 
any  and  all  of  the  agreements  desciibed  or  referred  to  in 
clause  YI.  of  the  granting  clauses  hereof,  and  of  any  and  all 
other  agreements  pledged  or  deposited  hereunder  or  made  with 
or  assigned  to  the  Trustee  for  the  benefit  or  protection  of  the 
holders  of  the  bonds  secured  hereby,  and  likewise  of  all  modi¬ 
fied  agreements  which  may  be  substituted  for  any  of  said 
above-mentioned  agreements  in  accordance  with  the  provis¬ 
ions  hereof,  and  that  it  will  perform  any  and  every  act  and 
observe  any  and  every  condition  requisite  to  the  maintenance 
by  it  of  all  of  said  agreements  in  full  force  and  virtue  ;  pro¬ 
vided,  however,  that  the  Trustee  may,  in  its  discretion,  and  upon 
the  request  of  the  holders  of  twenty-five  per  cent,  in  amount  of 
the  bonds  secured  hereby  at  the  time  outstanding  and  being 
iudemnified  to  its  satisfaction  against  the  expense  of  so  doing 
shall,  enforce  from  time  to  time  all  of  the  terms  aud  provis¬ 
ions  of  any  and  all  of  said  agreements,  acting  in  every  case 
either  alone  or  with  the  Terminal  Compauy  and  either  in 
its  own  name  or  in  the  name  of  the  Terminal  Company 
or  in  the  name  of  both,  as  it  may  be  advised  by  counsel 
shall  be  proper,  and  the  expense  of  so  doing  shall,  upon 
demand  by  the  Trustee,  be  paid  by  the  Terminal  Company, 
aud,  in  default  of  such  payment,  shall  be  a  charge  in  favor 


78 


Alteration  o  £ 

Operating 

Agreement. 


Upon  default 

hereunder, 

Trustee  may 

terminate 

ODeratlng 

Agreement. 


of  the  Trustee  upon  all  of  tlie  property  and  rights  mortgaged 
or  pledged  hereunder  which  shall  be  prior  to  the  lien  of  the 
bonds  secured  hereby. 

The  Terminal  Company  from  time  to  time  may  make 
changes  or  alterations  by  abrogation,  substitution  or  amend¬ 
ment  of  particular  provisions  in  the  Operating  Agreement  and 
the  agreement  supplemental  thereto  mentioned  in  the  recitals 
hereof,  provided  that  no  change  or  alteration  diminishing  any 
amount  to  be  paid  under  Section  5  of  Article  II.  of  said 
Operating  Agreement  as  amended  and  supplemented  by  said 
supplemental  agreement  shall  be  made  except  by  an  agreement 
in  writing  between  all  of  the  parties  thereto,  including  the 
Trustee,  made  upon  the  prior  written  consent  of  the  holders 
of  a  majority  in  amount  of  the  total  amount  of  bonds  issued 
and  then  outstanding  hereunder,  which  written  consent  shall 
be  executed  and  authenticated  as  provided  in  Article  Eighth 
hereof,  and  no  agreement  pledged  hereunder  shall  be  termi¬ 
nated  except  upon  the  condition  and  in  the  manner  therein 
and  hereinafter  expressly  provided. 

In  case  the  Terminal  Company  or  any  of  its  succes¬ 
sors  or  assigns  shall  make  default  in  the  due  payment  of 
the  principal  of  or  of  the  interest  to  be  paid  upon 
the  bonds  secured  hereby  according  to  the  tenor  and 
effect  of  said  bonds  and  of  the  interest  coupons 
appertaining  thereto  or  in  case  of  the  happening  of  any 
other  event  mentioned  in  Section  2  of  Article  Sixth  hereof, 
whereupon  a  right  to  foreclose  this  mortgage  is  to  accrue  to 
the  Trustee  or  to  the  holders  of  the  bonds  secured  hereby,  the 
Trustee  shall  forthwith  become  vested  with  and  possess  the 
right  and  power,  pursuant  to  Article  IV.  of  the  Operating 
Agreement  as  supplemented  and  amended  by  said  agreement 
supplemental  thereto,  upon  the  written  request  of  the  holders 
of  a  majority  in  amount  of  the  bonds  then  outstanding  and  se¬ 
cured  hereby,  executed  and  authenticated  as  provided  in  Article 
Eighth  hereof,  tc  and  thereupon  shall,  if  so  requested,  terminate 


79 


the  Operating  Agreement  and  the  agreement  supplemental 
thereto  ;  and,  in  the  same  event,  the  Trustee  shall  be  vested  with 
and  possess  the  right  and  power  (as  against  the  Ter¬ 
minal  Company),  upon  like  request,  to  terminate  any  lease, 
trackage,  traffic  or  operating  agreement,  if  any  there  be,  to  which 
the  Terminal  Company  may  be  a  party.  In  any  case  (whether 
or  not  any  such  default  or  event  shall  have  happened)  upon 
the  written  request  of  the  holders  of  three- fourths  in  amount 
of  the  bonds  then  outstanding  secured  hereby,  executed  and 
authenticated  as  provided  in  Article  Eighth  hereof,  the  Trustee 
shall  be  vested  with  and  possess  the  right  and  power 
with  the  consent  of  the  Terminal  Company  and  the 
other  parties  thereto  to  terminate  said  Operating  Agree¬ 
ment  and  the  agreement  supplemenlal  thereto  and  auy 
other  lease,  trackage  or  operating  agreement  to  which  the 
Terminal  Company  may  be  a  party.  Nothing  in  this  inden¬ 
ture  contained  shall  be  taken  to  authorize  or  permit  the  ter¬ 
mination  of  any  such  agreement  in  any  event  or  contingency 
except  as  above  provided,  and,  upon  the  written  request  of 
the  holders  of  the  amount  of  the  bonds  secured  hereby  herein¬ 
above  provided,  but,  on  the  contrary,  at  all  times  prior  to 
such  termination  thereof,  whether  before  or  after  default 
hereunder,  the  Trustee  shall  be  entitled  to  enforce  the  same 
aud  to  recover  damages  for  the  non-performance  thereof,  as 
herein  provided.  No  purchaser,  however,  at  any  sale  had^^Qernot 
hereunder,  whether  under  the  power  of  sale  hereinafter  granted  agreements, 
or  pursuant  to  any  judicial  proceedings,  shall  be  bound  to 
adopt  said  Operating  Agreement  and  agreement  supplemental 
thereto,  or  any  other  of  such  agreements,  but  such  purchaser 
may  terminate  and  repudiate  and  refuse  to  adopt  said  agree¬ 
ments,  notwithstanding  any  provision  hereof,  and  irrespective 
of  any  action  with  respect  thereto  on  the  part  of  the  Trustee 
or  a  receiver  appointed  hereunder. 

The  Trustee  shall  have  power  to  submit  or  join  in  or  con¬ 
sent  to  the  submission  of  any  matter  or  question  of  fact  to 


30 


Preservation 
ot  franchises. 


Completion 
of  plant. 


arbitration,  as  provided  in  any  of  said  agreements,  and  to 
appoint  or  join  in  the  appointment  of  an  arbitrator  or  umpire, 
as  provided  therein  ;  and  any  decision  of  any  board  of  arbitra¬ 
tors  provided  for  in  any  of  said  agreements  made  upon  any 
submission  of  any  matter  or  question  of  fact  had  as  provided 
therein,  to  which  the  Trustee  shall  be  a  party,  shall  be  binding 
to  the  extent  of  their  interests  in  said  agreement,  but  not 
otherwise,  upon  all  of  the  then  holders  of  bonds  secured  hereby 
and  ujion  their  successors,  representatives  or  assigns. 

Section  9.  The  Terminal  Company  shall  and  will  fulfill 
and  carry  out  the  obligations  on  the  part  of  the  Terminal 
Company  or  its  assignors  under  and  all  of  the  con¬ 
ditions  of  the  Acts  of  Congress  and  ordinance  specified 
in  the  granting  clauses  of  this  indenture,  and  all  other 
enactments  or  contracts  whereby  rights  or  franchises 
necessary  for  the  complete  aud  adequate  construc¬ 
tion  or  operation  of  the  Terminal  Company’s  properties 
have  been  or  shall  be  conferred  upon  it.  The  Terminal 
Company  shall  and  will  diligently  preserve  all  the  rights 
and  franchises  to  it  granted  and  upon  it  conferred,  and  shall 
aud  will,  at  all  times,  maintain,  preserve  aud  keep  the  same, 
and  every  part  thereof. 

The  Terminal  Company  shall  and  will  carry  on  to  com¬ 
pletion  and  make  ready  for  operation  as  contemplated  by  the 
Operating  Agreement  and  agreement  supplemental  thereto 
hereinabove  mentioned,  the  construction  of  its  railroad  ter¬ 
minal  properties,  including  particularly  said  bridge  and  ap¬ 
proaches  thereto  and  tracks  connected  therewith  and  all  fixtures, 
appliances  and  appurtenances  reasonably  required  for  the 
operation  thereof,  without  substantial  intervals  in  such  work 
other  than  those  caused  by  strikes,  storms  or  other  events 
beyond  the  control  of  the  Terminal  Company. 

The  Terminal  Company  shall  and  will  at  all  times  maintain, 
preserve  and  keep  its  properties  and  every  part  and  parcel 


Repairs. 


81 


thereof  in  good  repair,  working  order  and  condition,  and  will 
from  time  to  time  thereto  make  all  needfnl  and  proper  repairs, 
renewals  and  replacements  and  useful  and  proper  alterations, 
additions,  betterments  and  improvements. 

Section  10.  The  Terminal  Company  will  not  issue,  negotiate,  issue  and  use 

of  bonds. 

sell  or  dispose  of  any  First  Mortgage  Bonds  or  their  proceeds 
or  permit  the  authentication,  delivery  or  issue  of  bonds  under 
said  mortgage  or  deed  of  trust  dated  March  2,  1914,  or  here¬ 
under  in  any  manner  other  than  in  accordance  with  the  pro¬ 
visions  of  this  indenture  and  the  agreements  in  that  behalf 
herein  contained  and  with  the  requirements  of  law  ;  and  in 
issuing,  selling,  negotiating  or  otherwise  disposing  of  the  First 
Mortgage  Bonds  or  their  proceeds,  from  to  time,  it  will  well 
and  truly  apply,  or  cause  to  be  applied,  the  same  to  and  for 
the  purposes  herein  prescribed,  and  to  or  for  no  other  or 
different  purpose. 

The  Terminal  Company,  by  executing  and  delivering  this  Surrenderot 
indenture,  surrenders  the  right  to  issue,  or  obtain  the  authentica-  boraVunder6 

old  mortgage, 

tion  or  delivery  of,  bonds  under  said  mortgage  or  deed  of  trust  yf^^erem0" 
dated  March  2,  1914,  except  as  provided  herein. 

Section  11.  The  Terminal  Company  will  cause  this  supple- liecorcUng 

•  •  «  hereof 

mental  indenture  to  be  registered,  recorded,  tiled  and  in¬ 
scribed  as  a  mortgage  or  supplemental  mortgage  of  real 
and  personal  property  in  every  county  and  other  proper 
political  subdivision  of  the  States  of  Tennessee  and 
Arkansas  in  which  any  of  the  real  or  personal  property  sub¬ 
ject  hereto  shall  be  permanently  situated  on  the  date  of  the 
execution  and  delivery  hereof,  and  elsewhere  as  may  be  re¬ 
quired  by  law  to  perfect  and  maintain  the  lien  hereof,  and  as 
any  such  property  shall  be  acquired  from  time  to  time  in 
other  counties  or  places  the  Terminal  Company  will  cause  the 
mortgage  or  deed  of  trust  to  which  this  indenture  is  supple¬ 
mental  and  this  indenture  to  be  there  and  elsewhere  registered, 
recorded,  filed  and  inscribed  as  may  be  so  required  and  will  at 


82 


all  times  cause  this  mortgage  to  be  kept  and  filed  as  a  mort¬ 
gage  of  real  property  and  as  a  mortgage  of  personal  property 
in  such  manner  and  in  all  such  places,  and  will  do  all  such 
other  acts,  as  may  be  required  by  law  in  order  to  maintain 
this  mortgage  as  a  valid  and  enforcible  lien  upon  the  prop¬ 
erties  and  rights  of  the  Terminal  Company  hereby  mortgaged 
or  declared  or  agreed  to  be  mortgaged  and  fully  to  protect 
the  holders  of  First  Mortgage  Bonds  and  the  lights  of  the 
Trustee. 


ARTICLE  FIFTH. 


Sinking  fund. 


1%  of  out¬ 
standing 
bonds.  March 
1,  1919,  and 
annually 
thereafter. 


Section  1.  The  Terminal  Company  will  create  and  maintain 
a  sinking  fund  to  be  specifically  applied,  as  hereinafter  pro¬ 
vided,  to  the  purchase  or  redemption  of  First  Mortgage  Bonds, 
and  for  that  purpose  will  pay  to  the  Trustee  on  or  before 
the  first  day  of  March,  1919,  and  likewise  on  or  before  the 
first  day  of  March  in  each  year  thereafter  until  all  of  the 
First  Mortgage  Bonds  shall  have  been  redeemed  or  paid,  in 
gold  coin  of  the  United  States  of  America  of  or  equal  to  the 
standard  of  weight  and  fiueness  existing  on  March  1, 1914,  a  sum 
of  money  equal  to  one  per  cent,  of  the  face  amount  of  all  First 
Mortgage  Bonds  outstanding  in  each  instance  at  the  date  above 
limited  for  such  payment,  provided  that  the  Terminal  Com¬ 
pany  may,  at  its  option,  deliver  to  the  Trustee  any  First 
Mortgage  Bonds  theretofore  duly  authenticated  and  delivered 
hereunder  and  owned  by  it  which  shall  be  received  by  the 
Trustee  in  every  such  instance  at  the  face  amount  irrespective 
of  the  amount  paid  therefor  or  the  market  value  thereof  in 
lieu  of  the  cash  payment  aforesaid. 


Section  2.  (a)  Immediately  upon  the  receipt  of  any  pay¬ 
ment  of  cash  for  the  sinking  fund,  or  from  time  to  time 
whenever  it  shall  have  in  its  hands  for  account  of  the 
sinking  fund  moneys  available  therefor,  the  Trustee  may 
(unless  the  Terminal  Company  shall  have  requested  it  to  pro- 


83 


ceed  by  publication  as  provided  iu  clause  (b)  of  this  Section  2) 
and  at  the  request  in  writing  of  the  Terminal  Company  shall 
purchase  in  the  open  market  or  at  private  sale  or  upon  any  purchase  of 
exchange  at  the  then  market  price  thereof  or  at  the  best  sinking  fund, 
price  at  which  the  same  shall  be  obtainable  as  many  of  the 
First  Mortgage  Bonds  as  can  be  acquired  with  the  amount  so 
held  in  the  sinking  fund,  provided  that  no  purchase  shall  be 
made  of  First  Mortgage  Bonds  at  a  price  exceeding  the  face 
amount  thereof  and  accrued  interest. 

( b )  The  Trustee  shall,  if  requested  so  to  do  in  writing  call  for  offers, 
by  the  Terminal  Company  at  the  time  of  any  such  semi¬ 
annual  payment,  publish  a  notice  in  at  least  one  daily 
newspaper  or  financial  journal,  published  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York,  at  least  once 
in  each  calendar  week  for  two  successive  weeks  (in 
each  instance  upon  any  day  of  the  week),  stating  that 
First  Mortgage  Bonds  will  be  purchased  by  the  Trustee  for 
the  sinking  fund  to  an  amount  not  exceeding  an  amount  to 
be  named  in  such  notice  (which  shall  not  exceed  an  amount 
sufficient  to  exhaust  the  moneys  then  held  in  the  sinking  fund), 
and  inviting  offers  to  be  submitted  to  the  Trustee  within  a 
period  to  be  fixed  in  said  notice  for  the  sale  of  such  First 
Mortgage  Bonds  at  prices  to  be  named  in  such  offers  by  the 
holders  thereof,  respectively,  which  offers  shall,  however,  in 
each  case  be  for  all  or  any  part  of  the  First  Mortgage  Bonds 
so  offered,  and  in  that  case  upon  receipt  of  such  offers  the 
offer  or  offers  the  acceptance  of  which  is  deemed  by  the 
Trustee  in  the  exercise  of  its  absolute  discretion  to  be  most 
for  the  benefit  of  all  of  the  bondholders  shall  be  accepted  to 
an  aggregate  amount  not  exceeding  an  amount  sufficient  to 
exhaust  the  moneys  then  held  in  the  sinking  fund  or  the 
amount  named  in  such  notice,  provided  that  the  price  or 
prices  named  in  any  such  offer  or  offers  so  accepted  shall  in 
no  event  exceed  the  face  amount  of  such  First  Mortgage 
Bonds  and  accrued  interest  thereon. 


84 


Application  c 
sinking  tuna 
moneys  to 
redemption 
of  bonds. 


Section  3.  If  tlie  Trustee  shall  not  prior  to  the  15th 
day  of  May  in  any  year  purchase,  pursuant  to  the  pro¬ 
visions  of  Section  2  of  this  Article  Fifth,  a  sufficient  number 
of  First  Mortgage  Bonds  to  permit  the  application  thereto 
of  substantially  all  of  the  moneys  then  in  the  sinking 
fund,  the  moneys  then  remaining  in  the  sinking  fund  either 
(a)  shall  be  applied,  so  far  as  the  same  will  suffice,  at  the 
request  in  writing  of  the  Terminal  Company  and  pur¬ 
suant  to  such  arrangement  as  shall  be  satisfactory  to 
the  Trustee,  to  the  redemption  of  such  First  Mortgage 
Bonds  as  shall  have  been  called  for  redemption  by  the 
Terminal  Company,  as  provided  in  Article  Third  hereof, 
or  ( b )  shall  be  applied  to  the  redemption  of  such  First 
Mortgage  Bonds  as  shall  have  been  or  thereupon  shall  be 
called  for  redemption  by  the  Trustee,  and  to  that  end  the  Trustee 
shall  call  for  redemption  and  cause  to  be  paid  principal, 
interest  and  premium  at  the  rates  and  in  the  manner  provided 
in  Article  Third  hereof  as  many  First  Mortgage  Bonds  as  the 
moneys  so  held  in  the  sinking  fund  and  not  required  for  the 
redemption  of  bonds  theretofore  called  for  redemption  by  the 
Terminal  Company  will  suffice  so  to  redeem,  and  in  so  doing 
may  perform  all  acts  and  take  all  proceedings  which  by  the 
terms  of  Article  Third  hereof  should  or  may  be  taken  by 
the  Terminal  Company.  If  on  or  after  the  date  fixed  for 
the  redemption  of  any  bond  to  the  redemption  whereof  moneys 
then  held  in  the  sinking  fund  are  applicable  as  aforesaid, 
such  bond  shall  not  be  presented  for  redemption,  the  Trustee 
may,  and  at  the  request  in  writing  of  the  Terminal  Company 
(the  accrued  interest  having  first  been  paid,  as  hereinafter 
provided)  shall  set  aside  and  reserve  out  of  the  moneys  then 
in  the  sinking  fund,  and  shall  place  to  the  credit  of  such 
bond  designated  by  the  issue  number  thereof,  a  sum  of  money 
equal  to  the  face  amount  thereof  (or  in  the  case  of  a  registered 
bond  whereof  a  portion  only  of  the  face  amount  is  to  be 
redeemed,  a  sum  of  money  equal  to  the  portion  of  the  face 


85 


amount  thereof  which  is  to  be  redeemed),  and  the  accrued 
interest  thereon  to  the  date  fixed  for  redemption,  as  afore¬ 
said,  and  then  remaining  unpaid,  together  with  a  premium  on 
such  face  amount  (or  such  portion  of  the  face  amount)  at 
the  rate  fixed  by  the  terms  of  Article  Third  hereof, 
and  such  reservation  of  such  sum  shall  constitute  full 
payment  of  the  bond  and  coupons  thereto  belonging  (or 
in  the  case  of  a  registered  bond  whereof  a  portion  only 
of  the  face  amount  is  to  be  redeemed  full  payment 
of  such  portion  of  the  face  amount  thereof),  as  between  the 
Terminal  Company  and  every  holder  thereof.  The  sum  so  re¬ 
served  in  the  hands  of  the  Trustee  shall  constitute  a  trust 
fund  for  the  holder  of  such  bond  or  coupon,  but  no  in¬ 
terest  shall  accrue  thereon  in  his  favor.  Any  interest  allowed 
by  the  Trustee  rrpon  any  sum  so  reserved  shall  be  added  to 
the  sinking  fund.  Thereupon  and  thereafter  such  bond  and 
the  coupons  thei’eto  belonging,  if  any  (or  in  the  case  of  a 
registered  bond  whereof  a  portion  only  of  the  face  amount  is 
to  be  redeemed,  such  portion  of  the  face  amount  thereof),  shall 
be  excluded  from  the  participation  in  the  lien  and  security 
afforded  by  this  mortgage,  and  the  holder  shall  look  for  pay¬ 
ment  of  such  bond  and  accrued  interest  thereon  only  to  the 
fund  so  reserved  in  the  hands  of  the  Trustee,  and  in  no  event 
to  the  Terminal  Company  or  the  trust  estate. 

Section  4.  Whenever  the  Trustee  shall  accept  any  offer  for  Terminal 

Company  to 

the  sale  to  it  of  First  Mortgage  Bonds,  pursuant  to  the  pro-  forTnterest13 
visions  of  Section  2  of  this  Article  Fifth,  or  shall  call  First 
Mortgage  Bonds  for  redemption,  pursuant  to  the  provisions  of 
Section  3  of  this  Article  Fifth,  the  Terminal  Company  shall 
in  each  such  case  upon  demand  of  the  Trustee  provide  the 
Trustee  with  sufficient  funds  to  pay  all  interest  accrued  and 
unpaid  on  such  First  Mortgage  Bonds  to  the  date  of  the  pur¬ 
chase  thereof,  or  to  the  date  of  the  redemption  thereof  (as 
the  case  may  be). 


86 


Bonds  acquired 
for  sinking 
fund  to  be 
canceled. 


Section  5.  First  Mortgage  Bonds  acquired  for  tlie  sinking 
fund,  as  hereinbefore  provided,  whether  by  delivery  by  the 
Terminal  Company  or  by  purchase  or  by  redemption,  together 
with  the  surrendered  coupons  thereto  belonging,  shall  be 
forthwith  cancelled  by  the  Trustee  and  when  cancelled  shall 
be  delivered  to  the  Terminal  Company. 

Section  6.  Any  interest  allowed  by  the  Trustee  or  by  a 
depositary  r>pon  any  unexpended  moneys  at  any  time  remain¬ 
ing  in  the  sinking  fund  shall  be  added  to  the  sinking 
fund.  All  moneys  at  any  time  constituting  a  part  of  the 
sinking  fund  (except  sums  of  money  placed  to  the  credit 
of  unsurrendered  First  Mortgage  Bonds,  pursuant  to  the 
provisions  of  Section  3  of  this  Article  Fifth),  shall  be 
deemed  a  part  of  the  security  of  this  mortgage,  and  said 
moneys  shall  be  deemed,  unless  such  meaning  be  incon¬ 
sistent  with  the  intent  of  this  Article  Fifth,  to  be  included 
within  the  term  “  trust  estate  ”  used  herein,  and  if  the  trust 
estate  shall  be  sold  either  under  the  power  of  sale  herein  pro¬ 
vided  for  or  under  any  decree  of  court  based  hereon  then  the 
money  in  the  sinking  fund  (except  as  aforesaid)  shall  be  added 
to  the  proceeds  of  such  sale  and  dealt  with  as  if  the  same 
were  a  part  thereof. 

Section  7.  All  expenses  incident  to  the  management  and 
administration  of  the  sinking  fund  and  the  redemption  of 
bonds  thereunder  and  reasonable  compensation  to  the  Trustee 
for  its  services  with  respect  thereto  shall  be  paid  therefrom. 
The  assent  of  the  Terminal  Company  to  any  charge  for  such 
expenses  or  compensation  shall  be  conclusive  in  favor  of  the 
Trustee,  and  shall  bind  the  bondholders  and  all  other  parties 
interested  hereunder. 


87 


ARTICLE  SIXTH. 

Section  1.  Neither  any  coupon  belonging  to  any  First  owfgations 
Mortgage  Bond,  nor  any  claim  for  interest  on  any  registered  transferred 

apart  from 

bond,  which  in  any  way,  at  or  after  maturity,  shall  have t>ond  deferred 
been  transferred  or  pledged  separate  and  apart  from  the  bond 
to  which  it  relates,  shall,  unless  accompanied  by  such  bond, 
be  entitled,  in  case  of  a  default  hereunder,  to  any  benefit  of 
or  from  this  mortgage,  except  after  the  prior  payment  in  full 
of  the  principal  of  all  the  bonds  issued  hereunder,  and  of  all 
coupons  and  interest  obligations  not  so  transferred  or  pledged. 

Section  2.  If  one  or  more  of  the  following  events,  herein-  of 
after  called  the  events  of  default,  shall  happen,  that  is  to  say  : 

(a)  default  shall  be  made  in  the  payment  of  any 
instalment  of  interest  on  any  of  the  First  Mortgage 
Bonds  or  in  the  payment  of  any  instalment  of  sinking- 
fund  moneys  herein  provided  to  be  made,  when  and  as 
either  of  the  same  shall  become  payable  as  in  said 
bonds  and  herein  expressed,  and  such  default  shall 
continue  for  the  space  of  thirty  days  ;  or 

(b)  default  shall  be  made  in  the  payment  of  the 
principal  of  any  of  said  bonds  when  the  same  shall 
become  due  and  payable  either  by  the  terms  thereof 
or  by  declaration  or  otherwise  as  herein  provided  ;  or 

( c )  the  right  or  franchise  to  construct  and  operate  a 
bridge  across  the  Mississippi  River  granted  to  the  Ter¬ 
minal  Company  by  the  Act  of  Congress  approved  July  20, 

1912,  as  amended  by  the  Act  approved  August  23,  1912, 
shall  expire  or  cease  to  be  operative  by  reason  of  the 
failure  of  the  Terminal  Company  to  complete  said  bridge 
within  the  time  permitted  by  law  (as  extended  by  the 
Act  of  Congress  approved  February  15,  1915,  and  as 
the  same  may  be  hereafter  duly  extended  by  Act  or 


88 


Acts  of  Congress)  or  upon  revocation  or  annullment 
thereof  by  the  Secretary  of  War  or  other  officer  there¬ 
unto  authorized  or  for  any  other  reason  ;  or 

(d)  default  shall  be  made  in  the  observance  or  per¬ 
formance  of  any  other  of  the  covenants,  conditions  and 
agreements  on  the  part  of  the  Terminal  Company,  its 
successors  or  assigns,  in  the  First  Mortgage  Bonds  or 
in  this  indenture  contained,  and  such  default  shall 
continue  for  the  space  of  three  months  after  written 
notice  from  the  Trustee  to  the  Terminal  Company 
specifying  such  default  and  requiring  the  same  to  be 
remedied  ;  or 

(e)  an  order  shall  be  made  for  the  appointment  of 
a  receiver  or  of  receivers  of  the  Terminal  Company 
or  of  the  trust  estate  or  of  any  part  thereof  ;  or 

(f)  an  order  shall  be  made  for  the  appointment  of  a 
receiver  or  of  receivers  of  (1)  St.  Louis,  Iron  Mountain 
and  Southern  Railway  Company  or  (2)  St.  Louis  South¬ 
western  Railway  Company  after  or  simultaneously  with 
the  appointment  of  a  receiver  or  of  receivers  of  the 
other  of  said  two  companies,  and  before  the  receivers 
of  The  Chicago,  Rock  Island  and  Pacific  Railway  Com¬ 
pany  shall  have  been  relieved  of  obligation  on  the 
guaranty  of  the  First  Mortgage  Bonds ;  or  an  order 
shall  be  made  for  the  appointment  of  a  receiver  or  of 
receivers  of  (1)  any  corporation  that  shall  succeed  to 
the  receivers  of  The  Chicago,  Rock  Island  and  Pacific 
Railway  Company  in  obligation  upon  the  guaranty  of 
the  First  Mortgage  Bonds  or  (2)  St.  Louis,  Iron  Moun¬ 
tain  and  Southern  Railway  Company  or  (3)  St.  Louis 
Southwestern  Railway  Company  after  or  simultaneously 
with  the  appointment  of  a  receiver  or  receivers  of  each 
of  the  other  two  of  such  three  companies  ;  or 

(g)  a  judgment  shall  be  entered  against  the  Termi¬ 
nal  Company  or  any  grantee  in  possession  of  the  trust 


89 


estate  or  a  substantial  portion  thereof  or  an  attachment 
shall  be  levied  upon  any  property  of  the  Terminal  Com¬ 
pany  and  for  the  space  of  ten  days  after  the  entry  or 
levy  thereof  such  judgment  shall  remain  in  force  and 
shall  not  be  stayed  or  the  payment  thereof  shall  not  be 
secured  by  bond  on  appeal  or  such  attachment  shall 
not  be  vacated  or  discharged  ; 

I 

then  and  in  each  and  every  such  case  the  Trustee,  personally,  Entry  by 

J  _  1  J  Trustee. 

or  by  its  agents  or  attorneys,  may  enter  into  and  upon  all  or 
any  part  of  the  property  and  premises,  lands,  rights,  interests 
and  franchises  hereby  conveyed  or  intended  so  to  be, 
constituting  the  trust  estate,  and  each  and  every  part 
thereof,  and  may  exclude  the  Terminal  Company,  its 
agents  and  servants,  wholly  therefrom  ;  and,  having  and 
holding  the  same,  may  use,  operate,  manage  and  control 
said  property  and  premises,  and  conduct  the  business  thereof, 
either  personally  or  by  its  superintendents,  managers,  re¬ 
ceivers,  agents  and  servants  or  attorneys  ;  and  upon  every  such 
entry  the  Trustee,  at  the  expense  of  the  trust  estate,  from 
time  to  time,  either  by  purchase,  repairs  or  construction,  may 
maintain  and  restore  and  may  insure  or  keep  insured  the 
structures,  equipment  and  other  property  erected  or  pro¬ 
vided  for  use  in  connection  with  said  premises  whereof  it 
shall  become  possessed  as  aforesaid,  and  likewise,  from 
time  to  time,  at  the  expense  of  the  trust  estate,  may 
make  all  necessary  or  proper  repairs,  renewals  and 
replacements,  and  useful  alterations,  additions,  better¬ 
ments  and  improvements  thereto  and  thereon,  as  to  it  may 
seem  judicious ;  and  in  such  case  the  Trustee  shall  have  the 
right  to  manage  the  mortgaged  property  and  to  carry  on  the 
business  and  exercise  all  rights  and  powers  of  the  Terminal 
Company,  either  in  the  name  of  the  Terminal  Company  or 
otherwise,  as  the  Trustee  shall  deem  best.  And  the  Trustee 
shall  be  entitled  to  collect  and  receive  all  tolls,  earnings,  in- 


90 


Application 
Trustee  of 
moneys 
collected. 


come,  rents,  issues  and  profits  of  the  same  and  every  part 
thereof.  And  after  deducting  the  expenses  of  operating  said 
property,  and  of  conducting  the  business  thereof  and  of  all 
repairs,  maintenance,  renewals,  replacements,  alterations,  ad¬ 
ditions,  betterments,  and  improvements,  and  all  payments 
which  maybe  made  for  taxes,  assessments,  insurance,  and  prior 
or  other  proper  charges  upon  the  trust  estate,  or  any  part 
thereof,  as  well  as  just  and  reasonable  compensation  for  its 
own  services,  and  for  all  attorneys,  agents,  clerks,  servants  and 
other  employes  by  it  properly  engaged  and  employed,  the 
by  Trustee  shall  apply  the  moneys  arising  as  aforesaid,  as  follows  : 

(a)  In  case  the  principal  of  the  First  Mortgage 
Bonds  shall  not  have  become  due,  to  the  payment  of 
the  interest  in  default  in  the  order  of  the  maturity  of 
the  semi-annual  instalments  of  such  interest,  with  in¬ 
terest  thereon  at  the  rate  of  five  per  cent,  per  anuum, 
such  payments  to  be  made  ratably  to  the  persons  en¬ 
titled  thereto,  without  any  discrimination  or  preference  ; 

(. b )  Incase  the  principal  of  the  First  Mortgage  Bonds 
shall  have  become  due,  by  declaration  or  otherwise,  first 
to  the  payment  of  the  accrued  interest,  with  interest  on 
the  overdue  semi-annual  instalments  thereof  at  the 
rate  of  five  per  cent,  per  annum,  in  the  order  of  the 
maturity  of  the  instalments,  and  next  to  the  payment  of 
the  principal  of  all  the  First  Mortgage  Bonds  ;  in  every 
instance  such  payments  to  be  made  ratably  to  the 
persons  entitled  thereto,  without  any  discrimination  or 
preference. 

The  provisions  of  paragraphs  (a)  and  (b)  last  hereinabove 
contained  are  not,  however,  intended  in  anywise  to  modify  the 
provisions  of  Section  1  of  this  Article  Sixth  or  of  Section  3 
of  Article  Fifth  or  of  Section  1  of  Article  Fourth  but  are  sub¬ 
ject  thereto. 

Upon  the  payment  in  full  of  whatever  may  be  due  for 


91 


principal  and  interest  and  payable  for  other  purposes  and  Return  of 

property  to 

after  making  provision  satisfactory  to  the  Trustee  for  the  Terminal 
payment  of  the  semi-annual  instalment  of  interest  on  the  First 
Mortgage  Bonds  next  maturing,  the  properties,  premises,  lands, 
rights,  interests  and  franchises  aforesaid  shall  be  returned  to 
the  Terminal  Company,  and  the  Terminal  Company  and  the 
Trustee  (unless  all  of  the  First  Mortgage  Bonds  shall  have 
been  paid  in  full,  principal  and  interest)  shall  be  restored  to 
their  former  positions  and  rights  hereunder  in  respect  to  the 
mortgaged  premises. 

Section  3.  In  case 

(a)  default  shall  be  made  in  the  payment  of  any  Declaration  of 

maturity  of 

instalment  of  interest  on  any  of  the  First  Mortgage  bonds. 
Bonds  or  in  the  payment  of  any  instalment  of  sinking 
fund  moneys  herein  provided  to  be  made,  when  and  as 
either  of  the  same  shall  become  payable  as  in  said 
bonds  and  herein  expressed,  and  such  default  shall 
continue  for  the  space  of  thirty  days  ;  or 

(i b )  default  shall  be  made  in  the  payment  of  the 
principal  of  any  of  said  bonds  when  the  same  shall 
become  due  and  payable  upon  proceedings  for  redemp¬ 
tion  as  hereinbefore  provided  ;  or 

( c )  the  right  or  franchise  to  construct  and  operate 
a  bridge  across  the  Mississippi  River  granted  to  the 
Terminal  Company  by  the  Act  of  Congress  approved 
July  20,  1912,  as  amended  by  the  Act  approved  August 
23,  1912,  shall  expire  or  cease  to  be  operative  by  reason 
of  the  failure  of  the  Terminal  Company  to  complete 
said  bridge  within  the  time  permitted  by  law  (as  ex¬ 
tended  by  the  Act  of  Congress  approved  February  15, 

1915,  and  as  the  same  may  be  hereafter  duly  extended 
by  Act  or  Acts  of  Congress)  or  upon  revocation  or 
annulment  thereof  by  the  Secretary  of  War  or  other 
officer  thereunto  authorized  or  for  any  other  reason  ;  or 

(d)  default  shall  be  made  in  the  observance  or  per¬ 
formance  of  any  other  of  the  covenants,  conditions  and 


92 


agreements  on  tlie  part  of  the  Terminal  Company,  its 
successors  or  assigns,  in  the  First  Mortgage  Bonds  or 
in  this  indenture  contained,  and  such  default  shall  con- 
tine  for  the  space  of  three  months  after  written  notice 
from  the  Trustee  to  the  Terminal  Company  specifying 
such  default  and  requiring  the  same  to  be  remedied  ;  or 
( e )  an  order  shall  be  made  for  the  appointment  of  a 
receiver  or  of  receivers  of  the  Terminal  Company  or  of 
the  trust  estate  or  of  any  part  thereof  and  for  the  sjjace 
of  three  months  after  the  entry  of  sucli  order  such  re¬ 
ceiver  or  receivers  shall  not  be  discharged  ;  or 

(/)  an  order  shall  be  made  for  the  appointment  of  a 
receiver  or  of  receivers  of  (1)  St.  Louis,  Iron  Mountain 
and  Southern  Railway  Company  or  (2)  St.  Louis  South¬ 
western  Railway  Company  after  or  simultaneously  with 
the  appointment  of  a  receiver  or  of  receivers  of  the 
other  of  said  two  companies  and  before  the  receivers  of 
Tlie  Chicago,  Rock  Island  and  Pacific  Railway  Com¬ 
pany  shall  have  been  relieved  of  obligations  on  the 
guaranty  of  the  First  Mortgage  Bonds ;  or  an  order 
shall  be  made  for  the  appointment  of  a  receiver  or  of 
receivers  of  (1)  and  corporation  that  shall  succeed  to 
the  receivers  of  The  Chicago,  Rock  Island  and  Pacific 
Railway  Company  in  obligation  upon  the  guaranty  of  the 
First  Mortgage  Bonds  or  (2)  St.  Louis,  Iron  Mountain 
and  Southern  Railway  Company  or  (3)  St.  Louis  South¬ 
western  Railway  Company  after  or  simultaneously  with 
the  appointment  of  a  receiver  or  of  receivers  of  each  of 
the  other  two  of  such  three  companies — and  in  either  of 
such  events  for  the  space  of  six  months  after  the  entry 
thereof  such  order  shall  not  be  finally  vacated,  revoked 
or  annulled  with  the  effect  that  the  corporation  which 
shall  be  the  subject  of  such  order  shall  be  unconditionally 
reinstated  in  full  possession  and  control  of  substantially 
the  same  property  as  it  possessed  prior  to  the  entry  of 
such  order ; 


93 


then  and  in  every  such  case,  unless  the  principal  of  the 
First  Mortgage  Bonds  shall  already  have  become  due,  the 
Trustee,  upon  the  written  request  of  the  holders  of  at  least 
a  majority  in  amount  of  the  First  Mortgage  Bouds  then 
outstanding,  shall,  or  in  case  any  of  the  events  hereinbefore 
set  forth  in  clauses  (a),  (b),  ( c )  and  (d)  of  this  Section  3  shall 
happen  then,  whether  or  not  so  requested,  in  its  discretion 
may,  by  notice  in  writing  delivered  to  the  Terminal 
Company,  declare  the  principal  of  all  the  First  Mort¬ 
gage  Bonds  then  outstanding  to  be  due  and  payable  im¬ 
mediately,  and  upon  any  such  declaration  the  same  shall 
become  and  be  immediately  due  and  payable,  anything  in 
this  indenture  or  in  said  bonds  contained  to  the  contrary 
notwithstanding.  This  provision,  however,  is  subject  to  waiverby^ 
the  condition  that  if,  at  any  time  after  the  principal  of  said  of  maturity011 
bonds  shall  have  been  so  declared  due  and  payable,  and, 
before  any  sale  of  the  trust  estate  shall  have  been  made,  all 
arrears  of  iuterest  upon  all  the  First  Mortgage  Bonds  then 
outstanding,  with  interest  on  overdue  installments  of  interest 
at  the  rate  of  five  per  cent,  per  annum,  together  with  the 
reasonable  charges  and  expenses  of  the  Trustee,  its  agents  and 
attorneys,  shall  either  be  paid  by  the  Terminal  Company  or 
be  collected  out  of  the  trust  estate,  and  all  other  defaults 
under  the  First  Mortgage  Bonds  or  under  this  indenture  shall 
be  made  good  to  the  satisfaction  of  the  Trustee,  then  and  in 
such  case  the  holders  of  a  majority  in  amount  of  the  First 
Mortgage  Bouds  then  outstanding,  by  written  notice  to  the 
Terminal  Company  and  to  the  Trustee,  may  waive  such  de¬ 
fault  and  its  consequences  ;  but  no  such  waiver  shall  extend 
to  or  affect  any  subsequent  default  or  impair  any  right  con¬ 
sequent  thereon. 

Section  4.  If  one  or  more  of  the  events  of  default  shall  have  °eiauftnt  ot 

happened,  the  Trustee,  with  or  without  entry,  personally  or  by  seiiSproperty 

or  take  legal 

attorney,  in  its  discretion,  either  proceedings. 

(a)  may  sell,  subject,  to  prior  existing  liens  thereon, 


94 


Duty  ot 
Trustee  to  act 
upon  request 
of  bondholders. 


if  any,  to  the  highest  and  best  bidder,  all  and  singular 
the  trust  estate  under  this  mortgage,  including  all  rights, 
franchises,  interests  and  real  and  personal  property  of 
every  kind,  and  appurtenances  and  all  right,  title  and 
interest,  claim  and  demand  therein,  and  all  right  of 
redemption  thereof  ;  such  sale  or  sales  shall  be  made  at 
public  auction  at  such  place  in  the  City  of  Memphis, 
in  the  State  of  Tennessee,  or  at  such  other  jfiace  or 
places  and  at  such  time  or  times,  and  upon  such  terms, 
as  the  Trustee  in  its  discretion  may  fix  and  briefly 
specify  in  the  notice  of  sale  to  be  given  as  herein  pro¬ 
vided,  or  as  may  be  required  by  law  ;  or 

(b)  may  proceed  to  protect  and  to  enforce  its  rights 
and  the  rights  of  bondholders  under  this  mortgage,  by 
a  suit  or  suits  in  equity  or  at  law,  or  by  any  special  or 
statutory  proceedings,  whether  for  the  specific  perform¬ 
ance  of  any  covenant  or  agreement  contained  herein, 
or  in  aid  of  the  execution  of  any  power  herein  granted, 
or  for  any  foreclosure  hereunder,  or  for  the  enforce¬ 
ment  of  the  guaranty  of  the  First  Mortgage  Bonds,  or 
for  the  enforcement  of  any  other  appropriate  legal  or 
equitable  remedy,  as  the  Trustee,  being  advised  by 
counsel  learned  in  the  law,  shall  deem  most  effectual  to 
protect  and  enforce  any  of  its  rights  or  duties  here¬ 
under  or  the  rights  of  the  holders  of  the  First  Mort¬ 
gage  Bonds. 

Section  5.  Upon  the  written  request  of  the  holders  of  twenty- 
five  per  cent,  in  amount  of  the  First  Mortgage  Bonds  then  out¬ 
standing,  in  case  one  or  more  of  the  events  of  default  shall  have 
happened,  it  shall  be  the  duty  of  the  Trustee  upon  being  indem¬ 
nified  as  hereinafter  provided,  to  take  all  steps  needful  for  the 
protection  and  enforcement  of  its  rights  and  the  rights  of 
the  holders  of  the  First  Mortgage  Bonds,  and  to  exercise 
the  right  of  entry  or  of  sale  herein  conferred,  or  both,  or 


95 


to  take  appropriate  judicial  proceedings  l>y  action,  suit  or 
otherwise  (which  may  comprise  or  include  the  enforcement 
of  the  guaranty  of  the  First  Mortgage  Bonds  as  provided 
in  Section  14  of  this  Article  Sixth)  as  the  Trustee,  being 
advised  by  counsel  learned  in  the  law,  shall  deem  most 
expedient  in  the  interest  of  the  holders  of  the  First  Mort¬ 
gage  Bonds.  Anything  in  this  indenture  contained  to  the  Holders  of 

00  J  °  ...  majority  In 

contrary  notwithstanding,  the  holders  of  a  majority  in  amount 
of  the  First  Mortgage  Bonds  then  outstanding  shall  have  the  proceedings, 
right  to  direct  and  control  the  action  of  the  Trustee  and  the 
method  and  place  of  conducting  any  and  all  proceedings  for 
any  sale  of  the  property  hereby  mortgaged  or  pledged,  or  for 
the  foreclosure  of  this  indenture,  or  for  the  appointment  of  a 
receiver,  or  for  the  enforcement  of  the  First  Mortgage  Bonds 
or  of  the  guaranty  thereof,  or  any  other  remedy  hereunder. 

Section  6.  In  the  event  of  anv  sale,  whether  made  tin-  Properties  to 

tie  sold  as  an 

der  the  power  of  sale  herein  granted  or  conferred  or  entlrety- 
under  or  by  virtue  of  judicial  proceedings,  the  whole 
of  the  property  subject  to  this  mortgage  shall  be  sold  in  one 
parcel  and  as  an  entirety,  including  all  the  railways,  bridge, 
structures,  equipment  and  other  property,  both  real  and  per¬ 
sonal,  rights,  titles,  estates,  franchises,  leasehold  interests, 
contracts  and  other  interests  of  every  name  and  nature, 
unless  such  sale  as  an  entirety  is  impracticable  by  reason 
of  some  statute  or  other  cause,  or  unless  the  holders  of 
a  majority  in  amount  of  the  First  Mortgage  Bonds  then 
outstanding  shall  in  writing  request  the  Trustee  to  cause 
said  premises  to  be  sold  in  parcels,  in  which  case,  unless 
prevented  by  statute  or  other  cause,  the  sale  shall  be  made 
in  such  parcels  and  iu  such  order  as  may  be  specified  in 
such  request.  The  Terminal  Company,  for  itself  and  all  property Uave 
persons  and  corporations  hereafter  claiming  through  or“a/vea.lea 
under  it  or  who  may  at  any  time  hereafter  become 
holders  of  liens  junior  to  the  lien  of  this  mortgage, 
hereby  expressly  waives  and  releases  all  right  to  have 


96 


Notice  of  sale. 


Adjournment 
of  sale. 


Vesting  title 
purchaser. 


the  property  and  estates  comprised  in  the  security  in¬ 
tended  to  be  created  by  this  mortgage  marshaled  upon  any 
foreclosure  or  other  enforcement  hereof,  and  the  Tiustee, 
or  any  court  in  which  the  foreclosure  of  this  mortgage  or 
administration  of  the  trusts  hereby  created  is  sought,  shall 
have  the  right  as  aforesaid  to  sell  the  entire  property  of 
every  description  comprised  in  or  subject  to  the  trusts  created 
by  this  mortgage  as  a  whole  in  a  single  lot. 

Section  7.  Notice  of  any  sale  pursuant  to  any  provision 
of  this  indenture  shall  state  the  time  and  place  when  and 
where  the  same  is  to  be  made,  and  shall  contain  a  brief 
general  description  of  the  property  to  be  sold,  and  shall  be 
sufficiently  given  if  published  once  in  each  week  for  six 
successive  weeks  prior  to  such  sale  in  a  newspaper  published 
in  the  Borough  of  Manhattan,  in  the  City  of  New  York,  and 
a  newspaper  published  in  Memphis,  Tennessee,  and  a  news- 
paper  published  in  Little  Rock,  Arkansas,  and  a  newspaper 
published  in  Crittenden  County,  Arkansas,  unless  another  and 
different  notice  or  publication  thereof  shall  be  required  by 
law,  in  which  event,  the  notice  or  publication  thus  required 
shall  be  given  aud  made. 

Section  8.  The  Trustee  may  adjourn  from  time  to  time 
any  sale  by  it  to  be  made  under  the  provisions  of  this  in¬ 
denture,  by  announcement  at  the  time  and  place  appointed  for 
such  sale,  or  for  such  adjourned  sale  or  sales  ;  and  without 
other  or  further  notice  or  publication,  unless  required  by  law, 
it  may  make  such  sale  at  the  time  and  place  to  which  the  same 
shall  be  adjourned. 

Section  9.  Upon  the  completion  of  any  sale  or  sales  under 
this  indenture,  the  Trustee  shall  execute  and  deliver  to  the 
accepted  purchaser  or  purchasers,  his  or  their  successors  or 
assigns,  a  good  and  sufficient  deed  or  good  and  sufficient 
deeds  and  other  instruments  conveying,  assigning  and 


97 


transferring  the  properties  and  franchises  sold.  The  Trustee  conveyance  by 
and  its  successors  hereby  are  appointed  the  true  and  lawful  autnorlzed- 
attorneys  irrevocable  of  the  Terminal  Company  in  its 
name  and  stead  to  make  all  necessary  conveyances,  as¬ 
signments  and  transfers  of  property  thus  sold  :  and  for  that 
purpose  it  or  any  of  such  successors  may  execute  all  necessary 
deeds  and  instruments  of  conveyance,  assignment  and  transfer, 
and  may  substitute  one  or  more  persons  with  like  power ;  the 
Terminal  Company  hereby  ratifying  and  confirming  all  that 
its  said  attorneys  or  such  substitute  or  substitutes  shall  law¬ 
fully  do  by  virtue  hereof.  Nevertheless  the  Terminal  Com¬ 
pany  shall,  if  so  requested  by  the  Trustee,  ratify  and  confirm 
any  sale  or  sales  by  executing  and  delivering  to  the  Trustee 
or  to  such  purchaser  or  purchasers,  his  or  their  successors  or 
assigns,  all  such  instruments  as  may  be  necessary  or  in  the 
judgment  of  the  Trustee  proper  for  the  purpose  or  as  may  be 
designated  in  such  request. 

Any  such  sale  or  sales  made  under  or  by  virtue  of  th is Sal?  to  divest 
indenture,  whether  under  the  power  of  sale  herein  granted  company, 
and  conferred,  or  under  or  by  virtue  of  judicial  proceedings, 
shall  operate  to  divest  all  right,  title,  interest,  claim  and 
demand  whatsoever,  either  at  law  or  in  equity,  of  the  Terminal 
Company,  of,  in  and  to  the  premises  and  property  so  sold,  and 
shall  be  a  perpetual  bar  both  at  law  and  in  equity  against  the 
Terminal  Company,  its  successors  and  assigns,  and  against  any 
and  all  persons  claiming  or  to  claim  the  premises  and  prop¬ 
erty  sold  or  any  part  thereof  from,  through  or  under  the 
Terminal  Company,  its  successors  or  assigns. 

The  personal  property  and  chattels  conveyed  or  intended  Mortgaged ^ 
to  be  conveyed  by  or  pursuant  to  this  mortgage  shall  be  taken reaiestatere(i 
and  considered  real  estate  for  the  purposes  of  this  mortgage, 
and  shall  be  held  and  taken  to  be  fixtures  and  appurtenances 
of  said  terminal  property,  and  part  thereof,  and  are  to  be  used 
and  sold  therewith,  and  not  separate  therefrom,  except  as 
herein  otherwise  provided. 


98 


Purchaser 

protected. 


Principal  of 
bonds  to 
become  due  on 
sale. 


Application  of 
proceeds  of 
sale. 


Section  10.  The  receipt  of  the  Trustee  or  of  the  court 
officer  makiug  any  such  sale  for  the  purchase  money  paid 
at  any  such  sale  shall  be  a  sufficient  discharge  therefor  to 
any  purchaser  of  the  property  or  any  part  thereof,  sold  as 
aforesaid ;  and  no  such  purchaser  or  his  representatives, 
grantees  or  assigns,  after  paying  such  purchase  money  and 
receiving  such  receipt,  shall  be  bound  to  see  to  the  applica¬ 
tion  of  such  purchase  money  upon  or  for  any  trust  or  purpose 
of  this  indenture,  or  in  any  manner  whatsoever  be  answerable 
for  any  loss,  misapplication  or  non-application  of  any  such 
purchase  money  or  any  part  thereof  or  be  bound  to  inquire  as 
to  the  authorization,  necessity,  expediency  or  regularity  of 
any  such  sale. 

Section  11.  In  case  of  a  sale  under  any  of  the  foregoing 
provisions  of  this  Article  Sixth,  whether  made  under  the 
power  of  sale  herein  granted  or  pursuant  to  judicial  proceed¬ 
ings,  the  principal  sums  of  the  First  Mortgage  Bonds,  if  not 
previously  due,  shall  immediately  thereupon  become  due  and 
payable,  anything  in  said  bonds  or  in  this  indenture  to  the 
contrary  notwithstanding. 

Section  12.  The  purchase  money,  proceeds  or  avails  of  any 
such  sale,  whether  made  under  the  power  of  sale  herein  granted 
or  pursuant  to  judicial  proceedings,  together  with  any  other 
sums  which  then  may  be  held  by  or  for  the  account  of  the 
Trustee  under  any  of  the  provisions  of  this  indenture  as  part 
of  the  trust  estate  or  the  proceeds  thereof  (except  sums  received 
against  and  placed  to  the  credit  of  uusurreudered  First  Mort¬ 
gage  Bonds,  pursuant  to  the  provisions  of  Section  1  of  Article 
Third  and  Section  3  of  Article  Fifth),  or  of  some  part  thereof, 
shall  bo  applied  as  follows  : 

First.  To  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a  reasonable  compensation  to  the 
Trustee,  its  agents,  attorneys  and  counsel,  and  of  all 


99 


expenses,  liabilities  and  advances  made  or  incurred  by 
the  Trustee,  and  to  the  payment  of  all  taxes,  assess¬ 
ments  or  liens  superior  to  the  lien  of  this  mortgage, 
except  any  superior  liens  and  any  taxes,  assessments  or 
charges  subject  to  which  the  property  shall  have  been 
sold. 

Second.  To  the  payment  of  the  whole  amount  then 
owing  or  unpaid  upon  the  First  Mortgage  Bonds  for 
principal  and  interest,  with  interest  on  the  overdue 
instalments  of  interest  at  the  rate  of  five  per  cent, 
per  annum  ;  and  in  case  such  proceeds  shall  be  insuffi¬ 
cient  to  pay  in  full  the  whole  amount  so  due  and  unpaid 
upon  said  bonds,  then  to  the  payment  of  the  principal 
and  interest  of  said  bonds,  without  preference  or  priority 
of  principal  over  interest,  or  of  interest  over  principal, 
or  of  any  installment  of  interest  over  any  other  instal¬ 
ment  of  interest,  ratably  to  the  aggregate  of  such  prin¬ 
cipal  and  the  accrued  and  unpaid  interest  ;  subject, 
however,  to  the  provisions  of  Section  1  of  this  Article 
Sixth,  Section  3  of  Article  Fifth  and  of  Section  1  of 
Article  Fourth. 

Third.  To  the  payment  of  the  surplus,  if  any,  to 
the  Terminal  Company,  its  successors  or  assigns,  or 
to  whosoever  may  be  lawfully  entitled  to  receive  the 
same,  or  as  a  court  of  competent  jurisdiction  mav  direct. 

Section  3  3.  Upon  auv  such  sale  by  the  Trustee  or  pursu- Purctiaser 

ant  to  judicial  proceedings,  any  purchaser,  for  or  in  settlement  apply*  bonds 

and  coupons  on 

or  payment  of  the  purchase  price  of  the  property  purchased,  PurcUase  Prlce- 

shall  be  entitled  (subject  to  the  provisions  of  Section  1  of  this 

Article  Sixth,  Section  3  of  Article  Fifth  and  Section  1  of 

Article  Fourth)  to  use  and  apply  any  First  Mortgage  Bonds 

and  any  matured  and  unpaid  coupons  by  presenting  such 

bonds  and  coupons  in  order  that  there  may  be  credited  thereon 

the  sums  applicable  to  the  payment  thereof  out  of  the  net 


100 


proceeds  of  such  sale  to  the  owner  of  such  bonds  and  cou¬ 
pons  as  his  ratable  share  of  such  net  proceeds,  after  the  de¬ 
duction  of  costs,  expenses,  compensation  and  other  charges 
mentioned  in  paragraph  First  of  Section  12  of  this  Article  Sixth  ; 
and  thereupon  such  purchaser  shall  be  credited,  on  account  of 
such  purchase  price  payable  by  him,  with  the  portion  of  such 
net  proceeds  that  shall  be  applicable  to  the  payment  of,  and 
that  shall  have  been  credited  upon,  the  bonds  and  coupons  so 
presented  ;  and  at  any  such  sale,  any  bondholder  or  bond¬ 
holders  may  bid  for  and  purchase  such  property,  and  may 
make  payment  therefor  as  aforesaid,  and  upon  compliance  with 
the  terms  of  sale,  may  hold,  retain  and  dispose  of  such  prop¬ 
erty  without  further  accountability. 

Section  14.  The  Terminal  Company  covenants  that 

(1)  in  case  default  shall  be  made  in  the  payment  of 
any  interest  on  auv  First  Mortgage  P>ond  or  Bonds  at 
any  time  outstanding,  or  in  the  payment  of  any  in¬ 
stalment  of  sinking  fund  moneys  to  be  paid  as  herein 
provided,  and  any  such  default  shall  have  continued  for 
a  space  of  thirty  days,  or 

(2)  in  case  default  shall  be  made  in  the  payment  of 
the  principal  of  any  such  bond  or  bonds  when  the  same 
shall  become  payable,  whether  upon  the  maturity  of 
said  bonds  or  upon  declaration  as  authorized  by  this 
indenture  or  upon  a  sale  as  set  forth  in  Section  11  of 
this  Article  Sixth  or  otherwise, 

then  upon  demand  of  the  Trustee,  the  Terminal  Company  will 
pay  to  the  Trustee,  for  the  benefit  of  the  holders  of  the  First 
Mortgage  Bonds  and  coupons  then  outstanding  (other  than 
First  Mortgage  Bonds  duly  called  for  redemption  to  the 
credit  of  which  funds  are  held  in  reserve  by  the  Trustee 
as  provided  in  Section  1  of  Article  Third  or  Section  3  of 
Article  Fifth)  the  whole  amount  which  then  shall  have 


On  default 
Terminal 
Company 
agrees  to  make 
payment  of 
Ponds  and 
coupons  to 
Trustee. 


101 


become  due  and  payable  on  all  such  bonds  and  coupons, 
for  interest  or  principal,  or  both,  as  the  case  may  be,  with 
interest  upon  the  overdue  principal  and  installments  of  inter¬ 
est  at  the  rate  of  five  per  cent,  per  annum  ;  and  in  case 
the  Terminal  Company  shall  fail  to  pay  the  same  forthwith 
upon  such  demand,  the  Trustee,  in  its  own  name  and  as  trustee 
of  an  express  trust,  shall  be  entitled  to  recover  judgment  for 
the  whole  amount  so  due  and  unpaid. 

In  case  the  principal  of  the  First  Mortgage  Bonds  shall  company  mils 
have  become  due  and  payable  by  declaration  as  provided  in  c°pat declared 

or  become  due 

Section  3  of  this  Article  Sixth,  or  upon  a  sale  as  provided  in  t^ArucuP1 
Section  11  of  this  Article  Sixth,  and  the  Terminal  Company  enforce6  may 
shall  fail  to  pay  the  same  to  the  Trustee  forthwith  upon  de-  guaranty‘ 
mand,  the  Trustee  may  in  its  discretion,  and  at  the  request  of 
the  holders  of  twenty-five  per  cent,  in  amount  of  the  First 
Mortgage  Bonds  then  outstanding  upon  being  indemnified  as 
hereinafter  provided  shall,  proceed  by  a  suit  or  suits  at  law  or 
in  equity  or  by  any  special  or  other  statutory  proceeding  to 
enforce  for  the  benefit,  ratably,  of  the  holders  of  the  First 
Mortgage  Bonds  then  outstanding  the  guaranty  of  the  pay¬ 
ment  of  the  whole  amount  so  declared  or  become  due  for 
principal. 

The  Trustee  shall  bo  entitled  to  recover  judgment  against  J™stee  ^ 

the  Terminal  Company  and  to  enforce  said  guaranty  as  afore- judgment  and 

.  .  ,  .  enforce 

said,  or  to  take  either  such  action,  before  or  after  or  during  the  guaranty  irre- 

pendency  of  any  proceedings  for  the  enforcement  of  the  lien  of  proceedings, 
this  mortgage ;  and  the  right  of  the  Trustee  to  recover 
such  judgment  or  enforce  such  guaranty  shall  not  be 
affected  by  any  entry  or  sale  hereunder,  or  by  the  exer¬ 
cise  of  any  other  right,  power,  or  remedy  for  the  enforce¬ 
ment  of  the  provisions  of  this  indenture  or  the  fore¬ 
closure  of  the  lien  thereof ;  and  in  case  of  a  sale  of  the 
property  subject  to  this  mortgage,  and  of  the  application  of 
the  proceeds  of  sale  to  the  payment  of  the  debt  hereby  secured, 
the  Trustee,  in  its  own  name  and  as  trustee  of  an  express 


102 


Trustee  may 
recover  and 
enforce 
deficiency 
Judgment. 


Recovery  by 
Trustee  on 
bonds  or 
guaranty 
not  to  affect 
lien  hereof. 


Application 
of  moneys 
collected  by 
Trustee  under 
this  section. 


trust,  shall  be  entitled  to  enforce  against  the  Terminal  Com¬ 
pany,  for  the  benefit  of  the  holders  of  the  First  Mortgage 
Bonds  and  coupons  then  outstanding  (other  than  First  Mort¬ 
gage  Bonds  duly  called  for  redemption,  to  the  credit  of  which 
funds  are  held  in  reserve  by  the  Trustee  as  provided  in  Section 
1  of  Article  Third  or  Section  3  of  Article  Fifth)  all  amount 
then  remaining  due  and  unpaid  upon  any  and  all  such  bonds 
and  coupons,  and  shall  be  entitled  to  recover  judgment  for  any 
portion  of  the  debt  remaing  unpaid  with  interest,  and  shall 
be  entitled  to  enforce  against  the  corporations,  receivers  or  per¬ 
sons  liable  upon  said  guaranty,  or  any  thereof,  payment  of,  and 
to  receive,  all  amounts  then  remaining  due  and  payable  upon  any 
and  all  such  bonds.  No  recovery  by  the  Trustee  of  any  such 
judgment  or  upon  an}'  such  guaranty,  and  no  levy  of  auy  execu¬ 
tion  by  the  Trustee  upon  property  subject  to  this  mortgage, 
or  upon  any  other  property,  shall  in  any  manner  or  to  any 
extent  affect  the  lien  of  this  mortgage  upon  the  property, 
or  any  part  of  the  property,  subject  to  this  mortgage,  or 
any  rights,  powers  or  remedies  of  the  Trustee  hereunder  or 
upon  such  guaranty,  or  any  lien,  rights,  powers  or  remedies 
of  the  holders  of  the  First  Mortgage  Bonds  and  coupons,  but 
such  lien,  rights,  powers  and  remedies  of  the  Trustee  and  of 
the  holders  of  bonds  and  coupons  shall  continue  unimpaired  as 
before. 

Any  moneys  thus  collected  by  the  Trustee  under  this  Sec¬ 
tion  14  shall  be  applied  by  the  Trustee,  fh-st,  to  the  payment 
of  the  expenses,  disbursements  and  compensation  of  the  Trus¬ 
tee,  its  agents  and  attorneys,  and,  second,  towards  the  pay¬ 
ments  of  the  amounts  then  due  and  unpaid  upon  such  bonds 
and  coupons  in  respect  of  which  such  moneys  shall  have  been 
collected,  ratably  aud  without  any  preference  or  priority  of 
any  kind  (except  as  provided  in  Section  1  of  this  Article  Sixth 
and  in  Section  1  of  Article  Fourth),  according  to  the  amounts 
due  and  payable  upon  such  bonds  and  coupons,  respectively, 
at  the  date  fixed  by  the  Trustee  for  the  distribution  of  such 


103 


moneys,  upon  presentation  of  the  several  bonds  and  coupons 
and  stamping  sucli  payment  thereon,  if  partly  paid,  and  upon 
surrender  thereof  for  cancellation,  if  fully  paid. 

Section  15.  The  Terminal  Company  will  not,  at  any  time,  waiver  of  stay 
.  .  .  or  extension 

insist  upon  or  plead,  or  in  any  manner  whatever  claim,  or  and  of 

r  r  >  j  valuation  or 

take  the  benefit  or  advantage  of,  any  stay  or  extension  law  fawsanTofnt 
or  laws,  now  or  at  any  time  hereafter  in  force  ;  nor  will  it  redemption, 
claim,  take  or  insist  upon  any  benefit  or  advantage  from 
any  law  now  or  hereafter  in  force  providing  for  the  valu¬ 
ation  or  appraisement  of  the  property,  or  any  part  of  the 
property,  subject  to  this  mortgage,  prior  to  any  sale  or 
sales  thereof  to  be  made  pursuant  to  any  provision  herein 
contained,  or  to  the  decree,  judgment  or  order  of  any  court 
of  competent  jurisdiction ;  nor,  after  any  such  sale  or 
sales,  will  it  claim  or  exercise  any  right  under  any  statute 
enacted  by  the  United  States  of  America  or  by  any  state  or 
otherwise  to  redeem  the  property  so  sold  or  any  part  thereof  ; 
and  it  hereby  expressly  waives  all  benefit  and  advantage  of 
any  such  law  or  laws,  and  it  covenants  that  it  will  not  hinder, 
delay  or  impede  the  execution  of  any  power  herein  granted 
and  delegated  to  the  Trustee,  but  that  it  will  suffer  and  per¬ 
mit  the  execution  of  every  such  power  as  though  no  such  law 
or  laws  had  been  made  or  enacted. 

In  case  any  law  such  as  is  in  this  section  above  mentioned 
or  referred  to  and  now  in  force,  of  which  the  Terminal  Com¬ 
pany  might  take  advantage  despite  the  provisions  hereof,  shall 
hereafter  be  repealed  or  cease  to  be  enforced  such  law  shall 
not  be  deemed  to  have  become  or  to  constitute  any  part  of  the 
contract  contained  in  this  indenture. 

Section  1G.  Upon  filing  a  bill  in  equity,  or  upon  com- Rights  of 

.  Trustee  upon 

mencement  of  any  other  judicial  proceedings,  to  enforce  any  c°mmence- 

right  of  the  Trustee  or  of  the  bondholders  under  this  inden- proceedings. 

ture  or  upon  the  bonds  or  the  guaranty  thereof,  the 


104 


Trustee 
entitled  to 
appointment 
ot  receiver. 


Surrender  of 
possession  by 
Terminal 
Company  to 
Trustee. 


Trustee  shall  be  entitled  to  exercise  the  right  of  entry, 
and  also  any  and  all  other  rights  and  powers  herein  con¬ 
ferred  and  provided  to  be  exercised  by  the  Trustee  upon 
the  happening  of  an  event  of  default  as  hereinbefore  pro¬ 
vided  ;  and,  as  matter  of  right,  the  Trustee  shall  be  entitled 
to  the  appointment  of  a  receiver  of  the  premises  and 
property  subject  to  this  mortgage,  and  of  the  earnings, 
income,  revenue,  rents,  issues  and  profits  thereof,  with 
such  powers  as  the  court  making  such  appointment  shall 
confer;  but  notwithstanding  the  appointment  of  any  re¬ 
ceiver,  the  Trustee  shall  be  entitled,  as  pledgee,  to  continue 
to  retain  possession  and  control  of  any  cash  and  property  de¬ 
posited  or  pledged  or  to  be  deposited  or  pledged  with  the 
Trustee  or  depositaries  hereunder. 

Section  17.  At  any  time  hereafter  before  full  payment  of 
the  First  Mortgage  Bonds,  and  whenever  it  shall  deem  it  ex¬ 
pedient  for  the  better  protection  or  security  of  such  bonds 
(although  then  none  of  the  events  of  default  shall  have  hap¬ 
pened),  the  Terminal  Company,  with  the  consent  of  the 
Trustee,  may  surrender  and  may  deliver  to  the  Trustee  full 
possession  of  the  whole  or  any  part  of  the  property,  premises 
and  interests  hereby  conveyed  or  assigned  or  intended  so 
to  be  for  any  period  fixed  or  indefinite.  In  such  event  the 
Trustee  shall  enter  into  and  upon  the  premises  and  property 
so  surrendered  and  delivered,  and  shall  take  and  receive 
possession  thereof  for  such  period,  fixed  or  indefinite,  as 
aforesaid,  without  prejudice,  however,  to  its  right  at  any 
time  subsequently,  when  entitled  thereto  by  any  provision  of 
this  indenture,  to  insist  upon  maintaining  and  to  maintain, 
such  possession  though  beyond  the  expiration  of  any  such 
prescribed  period,  and  the  Trustee,  from  the  time 
of  its  entry  upon  such  premises  and  property,  shall 
work,  maintain,  use,  manage,  control  and  employ  the  same 
in  accordance  with  the  provisions  of,  and  shall  receive 


105 


and  apply  the  income  and  revenues  thereof  as  pro¬ 
vided  in,  Section  2  of  this  Article  Sixth.  Upon  applica¬ 
tion  of  the  Trustee,  and  with  the  consent  of  the 
Terminal  Company,  if  none  of  the  events  of  default  has 
happened,  and  without  such  consent  if  then  one  of  the 
events  of  default  has  happened,  a  receiver  may  be  appointed 
to  take  possession  of,  and  to  operate,  maintain  and  man¬ 
age  the  whole  or  any  part  of  the  property  subject  to  this 
mortgage,  and  the  Terminal  Company  shall  transfer  and 
deliver  to  such  receiver  all  such  property,  wheresoever 
the  same  may  be  situated ;  and  in  every  case,  when  a  re¬ 
ceiver  of  the  whole  or  of  any  part  of  said  property  shall  be 
appointed  under  this  Section  17,  or  otherwise,  the  net  in¬ 
come  and  profits  of  such  property  shall  be  applied  as  pro¬ 
vided  in  Section  2  of  this  Article  Sixth  with  reference  to  the 
net  income  and  profits  collected  by  the  Trustee  in  possession  ; 
provided,  however,  that  notwithstanding  the  appointment  of 
any  such  receiver,  the  Trustee,  as  pledgee,  shall  be  entitled 
to  retain  possession  and  control  of  any  cash  and  property 
deposited  or  pledged  or  to  be  deposited  or  pledged  with  the 
Trustee  or  depositaries  hereunder. 

Section  18.  No  holder  of  any  First  Mortgage  Bond  Bondholders 

not  to  sue  until 

or  coupon  shall  have  any  right  to  institute  any  suit,  action  anlmndemnity 
or  proceeding  in  equity  or  at  law  or  any  special  or  statutory  Trustee! t0 
proceeding  for  the  foreclosure  of  this  mortgage,  or  for  the 
execution  of  any  trust  hereunder,  or  for  the  appointment  of 
a  receiver,  or  for  the  recovery,  whether  from  the  Terminal 
Company  or  upon  any  guaranty,  of  any  amount  declared  or 
become  due  and  payable  for  principal  on  any  of  the  First 
Mortgage  Bonds  before  the  date  of  maturity  therein  ex¬ 
pressed  as  in  Section  3  or  iu  Section  11  of  this 
Article  provided,  or  for  any  remedy  hereunder,  un¬ 
less  such  holder  previously  shall  have  given  to  the 
Trustee  written  notice  of  default  and  '  of  the  con- 


106 


Rights  here¬ 
under  may  be 
enforced  by 
Trustee  with¬ 
out  possession 
of  bonds  or 
coupons. 


Remedies 

cumulative. 


tinuance  thereof,  as  hereinbefore  provided,  nor  unless 
also  the  holders  of  twenty-five  per  cent,  in  amount  of 
the  First  Mortgage  Bonds  then  oustanding  shall  have  made 
written  request  upon  the  Trustee  and  shall  have  afforded 
to  it  a  reasonable  opportunity  either  to  proceed  to  exer¬ 
cise  the  powers  hereinbefore  granted,  or  to  institute  such 
action,  suit  or  proceeding  in  its  own  name ;  nor,  unless, 
also,  they  shall  have  afforded  to  the  Trustee  security 
and  indemnity  satisfactory  to  it  against  the  costs,  expenses 
and  liabilities  to  be  incurred  therein  or  thereby  ;  and 
such  notification,  request  and  offer  of  indemnity  are 
hereby  declared  in  every  such  case,  but  only  at  the  option  of 
the  Trustee,  to  be  conditions  precedent  to  the  execution 
of  the  powers  and  trusts  of  this  indenture  and  to  any 
such  suit,  action,  proceeding,  or  remedy  ;  it  being 
understood  and  intended  that  no  one  or  more  holders 
of  First  Mortgage  Bonds  and  coupons  shall  have  any  right 
in  any  manner  whatever  by  his  or  their  action  to  affect,  dis¬ 
turb  or  prejudice  the  lien  of  this  mortgage,  or  to  enforce 
any  right  hereunder,  or  to  recover  the  amount  so  declared  or 
become  due  and  payable  for  principal  before  the  date  of 
maturity  expressed  in  the  bonds,  except  in  the  manner  herein 
provided,  and  that  all  proceedings  at  law  or  in  equity  shall  be 
instituted,  had  and  maintained  in  the  manner  herein  provided 
and  for  the  equal  benefit  of  all  holders  of  such  outstanding 
bonds  and  coupons. 

All  rights  of  action  under  this  indenture  or  upon  said 
guaranty  or  hereby  authorized  to  be  enforced  by  the  Trustee 
may  be  enforced  by  it  without  possession  of  the  First  Mort¬ 
gage  Bonds  or  coupons  outstanding  hereunder  or  any  thereof 
or  the  production  of  the  same  upon  the  trial  or  upon  any 
other  proceeding  relative  thereto. 

Section  19.  Except  as  herein  expressly  provided  to  the 
contrary,  no  remedy  herein  conferred  upon  or  reserved  to  the 


107 


Trustee  or  to  the  holders  of  First  Mortgage  Bonds  is  intended 
to  be  exclusive  of  any  other  remedy  or  remedies,  and  each  and 
every  such  remedy  shall  be  cumulative,  and  shall  be  in  ad¬ 
dition  to  every  other  remedy  given  hereunder  or  now  or  here¬ 
after  existing  at  law  or  in  equity  or  by  statute. 

Section  20.  No  delay  or  omission  of  the  Trustee  or  of  any  Delay  not  a 
holder  of  First  Mortgage  Bonds  to  exercise  any  right  or  power  default- 
accruing  upon  any  default,  shall  impair  any  such  right  or  power 
or  shall  be  construed  to  be  a  waiver  of  any  such  default,  or  an 
acquiescence  therein  ;  and  every  power  and  remedy  given  by 
this  Article  Sixth  to  the  Trustee  and  to  the  bondholders 
respectively,  may  be  exercised  from  time  to  time,  and  as  often 
as  may  be  deemed  expedient,  by  the  Trustee  or  by  the  bond¬ 
holders,  respectively. 


Section  21.  In  case  the  Trustee  shall  have  proceeded  to  en-upon  termi- 

1  nation  of  pro- 

force  any  right  under  this  indenture  by  foreclosure,  entry  or Tmrrana.1 
otherwise,  and  such  proceedings  shall  have  been  discontinued  Trustee7  ancl 

restored  to 

or  abandoned  because  of  waiver  or  for  any  other  reason,  or 
shall  have  been  determined  adversely  to  the  Trustee,  then, 
and  in  every  such  case,  the  Terminal  Company  and  the  Trustee 
shall  severally  and  respectively  be  restored  to  their  former 
position  and  rights  hereunder  in  respect  of  the  trust  estate 
and  every  part  thereof,  and  all  rights,  remedies  and  powers  of 
the  Trustee  shall  continue  as  though  no  such  proceedings  had 
been  taken. 


ARTICLE  SEVENTH. 

No  recourse  for  the  payment  of  the  principal  of  or  interest  offlcers°rdi-ors’ 
upon  any  of  the  First  Mortgage  Bonds  or  coupons  or  for  any  stockholders 

.  exempt  from 

demand  or  claim  based  thereon  or  on  this  mortgage  or  exist-  liability, 
ing  otherwise  by  reason  or  in  respect  thereof  or  hereof  or 
arising  because  of  the  creation  of  any  indebtedness  hereby 
secured  or  based  upon  or  arising  out  of  any  covenant,  agree- 


108 


ment  or  obligation  contained  in  this  indenture  or  in  any  bond 
or  coupon  or  any  breach  of  any  thereof,  shall  be  had  against 
any  person  by  reason  of  his  being  or  having  been  an  in¬ 
corporator,  officer,  director  or  stockholder,  past,  present  or 
future  of  the  Terminal  Company  or  of  any  predecessor  or 
successor  corporation  (including  any  successor  in  person,  es¬ 
tate  or  obligation),  either  directly  at  the  suit  of  any  creditor  or 
through  the  Terminal  Company  or  any  predecessor,  assignee, 
grantee  or  successor  corporation,  by  the  enforcement  of  any 
subscription,  assessment,  call,  payment  or  otherwise,  or  through 
any  receiver,  assignee,  trustee  in  bankruptcy  or  other  represen¬ 
tative  of  the  Terminal  Company  or  its  creditors  or  by  any  legal 
or  equitable  proceeding  or  in  any  other  manner,  whether  for 
amounts  unpaid  on  stock  subscriptions  or  for  any  liability  of 
any  kind,  by  virtue  of  any  constitution,  statute,  contract, 
express  or  implied,  representation,  rule  of  law  or  other¬ 
wise  (save  only  against  directors  or  officers  for  malfeasance 
or  gross  negligence  in  the  performance  of  their  duties  as  such 
directors  or  officers)  ;  it  being  expressly  agreed  and  under¬ 
stood  that  this  mortgage  and  the  obligations  hereby  se¬ 
cured  are  solely  corporate  obligations,  and  that  no  per¬ 
sonal  liability  whatever  (save  only  as  aforesaid)  shall  at¬ 
tach  to  or  be  incurred  by  any  person  by  reason  of  his 
being  or  having  been  an  incorporator,  officer,  director,  or 
stockholder,  past,  present  or  future  of  the  Terminal  Com¬ 
pany,  or  of  any  predecessor,  assignee,  grantee  or  successor 
corporation,  or  any  of  them,  because  of  the  incurring 
of  the  indebtedness  hereby  authorized,  or  under  or  by 
reason  of  any  of  the  obligations,  covenants  or  agreements  con¬ 
tained  in  this  indenture  or  in  any  of  the  bonds  or  coupons 
hereby  secured,  or  implied  therefrom  ;  and  that  any  and  all 
personal  liability  of  every  name  and  nature  (save  only  as 
aforesaid),  and  any  and  all  rights  and  claims  against  every 
such  person  arising  by  reason  of  his  being  or  having  been 
such  incorporator,  officer,  director  or  stockholder  or  whether 


109 


at  common  law  or  in  equity,  or  created  by  statute  or  con¬ 
stitution,  are  hereby  expressly  released  and  waived  as  a 
condition  of,  and  as  part  of  the  consideration  for,  the  execution 
of  this  indenture  and  the  issue  of  the  bonds  and  interest 
obligations  hereby  secured. 


ARTICLE  EIGHTH. 

Any  notice,  consent,  demand,  direction,  request  or  other  Form  and 
J  ’  ’  1  proof  of 

instrument,  required  by  this  indenture  to  be  signed  and  f^^ments by 

i  n  bondholders. 

executed  by  bondholders,  may  be  in  any  number  ot  con¬ 
current  writings  of  similar  tenor,  and  may  be  signed  or  executed 
by  such  bondholders  in  person  or  by  agent  appointed  in 
writing.  Proof  of  the  execution  of  auy  such  notice,  consent, 
demand,  direction,  request  or  other  instrument,  or  of  the  writ¬ 
ing  appointing  any  such  agent,  and  of  the  ownership  by  any 
person  of  bonds,  shall  be  sufficient  for  any  purpose  of  this 
indenture,  and  shall  be  conclusive  in  favor  of  the  Trustee  and 
of  the  Terminal  Company,  with  regard  to  action  taken  by  them 
or  either  of  them  under  such  instrument,  if  such  proof  be  made 
in  the  following  manner  : 

The  fact  and  date  of  the  execution  by  any  person 
of  any  such  notice,  consent,  demand,  direction,  request, 
or  other  instrument  in  writing  may  be  proved  by  the 
certificate  of  any  notary  public  or  other  officer  in  any 
jurisdiction  authorized  by  the  laws  thereof  to  take  ac¬ 
knowledgments  of  deeds  to  be  recorded  therein,  that  the 
person  signing  such  demand,  request  or  other  instrument 
or  writing  acknowledged  to  him  the  execution  thereof, 
or  by  an  affidavit  of  a  witness  to  such  execution. 

The  fact  of  the  holding  by  auy  bondholder  of  cou-  proof  ot 

ownership  of 

pon  bonds  transferable  by  delivery,  and  the  amounts  and13011118- 
issue  numbers  of  such  bonds,  and  the  date  of  his  hold¬ 
ing  the  same,  may  be  proved  by  a  certificate  executed 


110 


Release  of 
separate 
wagon-way 
attached  to 
Terminal 
Company’s 
bridge  and 
approaches. 


by  any  trust  company,  bank,  or  bankers  or  other  de¬ 
positary  (wherever  situated),  if  such  certificate  shall  be 
deemed  by  the  Trustee  to  be  satisfactory,  showing  that, 
at  the  date  therein  mentioned,  such  person  had  on  de¬ 
posit  with  such  depositary  the  bonds  described  in  such 
certificate.  For  all  purposes  of  this  indenture  and  of 
any  proceeding  for  the  enforcement  thereof,  such  person 
shall  be  deemed  to  continue  the  holder  of  such  bonds 
until  the  Trustee  shall  have  received  notice  in  writing 
to  the. contrary. 

The  ownership  of  registered  coupon  bonds  or  of 
registered  bonds  without  coupons  shall  be  proved  by 
the  registers  of  such  bonds. 

ARTICLE  NINTH. 

Section  1.  The  Terminal  Company  may  at  any  time  and 
from  time  to  time  sell,  convey,  transfer  and  assign  free 
from  the  lien  hereof  the  whole  or  any  part  or  parts 
of  the  separate  wagon-way  attached  to  its  bridge  and  the 
portions  of  the  approaches  thereto  adapted  to  highway  traffic 
and  not  essential  for  railroad  or  terminal  purposes  to  such 
municipal  or  other  corporation  or  corporations  or  person  or 
persons  and  for  such  consideration  and  upon  such  terms  as 
may  be  required  by  the  ordinance  of  the  city  of  Memphis  men¬ 
tioned  in  the  granting  clauses  hereof  or  any  other  ordi¬ 
nances,  regulations,  contracts  or  arrangements  relating  thereto 
and  binding  upon  the  Terminal  Company  or,  in  the  absence  of 
any  such  requirement,  as  may  be  determined  by  the  Board  of 
Directors  or  Executive  Committee  of  the  Terminal  Company, 
Upon  the  delivery  to  the  Trustee  of 

{a)  a  certified  copy  of  a  resolution  of  the  Board  of 
Directors  or  Executive  Committee  of  the  Terminal 
Company  requesting  the  release  of  said  separate  road- 


Ill 


way  and  approaches,  or  a  specified  portion  thereof,  and 
approving  the  terms  upon  which  the  property  to  be 
released  has  been  or  is  to  be  disposed  of ;  and 

( b )  a  certificate  signed  by  the  President  or  a  Vice- 
President  and  by  the  Treasurer  or  an  Assistant  Trea¬ 
surer  of  the  Terminal  Company  stating  that  the  prop¬ 
erty  referred  to  in  said  resolution  is  not  essential  for 
the  railroad  or  terminal  purposes  of  the  Terminal  Com¬ 
pany,  and  that  such  property  has  been  or  is  to  be  sold, 
conveyed,  transferred  or  assigned  by  the  Terminal 
Company  to  a  municipal  or  other  corporation  or  cor¬ 
porations  or  person  or  persons  (naming  the  same)  pur¬ 
suant  to  a  specified  ordinance,  regulation,  contract  or 
arrangement  by  which  the  Terminal  Company  is  bound 
or  pursuant  to  a  specified  resolution  of  the  Board  of 
Directors  or  Executive  Committee  of  the  Terminal  Com¬ 
pany,  and  that  the  consideration  therefor  (specifying  it) 
has  been  received  by  or  has  been  effectually  secured  to 
the  Terminal  Company, 

the  Trustee  shall  release  from  the  lien  and  operation  of  this 
mortgage  the  property  so  specified  to  the  Terminal  Com¬ 
pany  or  to  the  municipal  or  other  corporation  or  corpora¬ 
tions,  person  or  persons  named  in  said  certificate. 

Section  2.  Upon  the  written  request  of  the  President  Release  or 

property  sold 

or  of  a  Vice-President  of  the  Terminal  Company,  approved  °r exchanged, 
or  authorized  by  resolution  of  its  Board  of  Directors  or 
Executive  Committee,  from  time  to  time,  while  the  Terminal 
Company  is  in  possession  thereof  and  not  known  to  the 
Trustee  to  be  in  default  hereunder,  but  subject  to  the  con¬ 
ditions  and  limitations  in  this  Section  2  prescribed,  and  not 
otherwise,  the  Trustee  shall  release  from  the  lien  and  opera¬ 
tion  of  this  mortgage  any  part  of  the  mortgaged  property  ; 
provided  that  no  part  of  said  property  shall  be  released 
unless  the  use  thereof  no  longer  shall  be  necessary  or  advan- 


112 


tageous  in  the  operation  of  tlie  property  of  the  Terminal 
Company  subject  to  this  mortgage  and  no  such  release  shall 
be  made  unless  the  Terminal  Company  shall  have  sold,  or  shall 
have  contracted  to  sell,  the  property  so  to  be  released,  or  shall 
have  exchanged,  or  shall  have  contracted  to  exchange,  the 
property  so  to  be  released  for  other  property.  The  proceeds 
of  any  and  all  such  sales,  and  all  moneys  received  as 
compensation  for  any  property  subject  to  this  mort¬ 
gage  taken  by  exercise  of  the  power  of  eminent  domain, 
shall  be  paid  to  the  Trustee  and  held  by  it  and  shall  be 
paid  out  by  the  Trustee  for  the  purposes  and  in  substan¬ 
tially  the  same  manner  and  subject  to  substantially  the 
same  conditions  and  limitations  and,  so  far  as  the  provisions 
therefor  shall  be  applicable,  upon  like  resolutions,  certificates, 
and,  if  the  case  shall  require,  conveyances  of  property, 
opinions,  releases,  affidavits,  vouchers  and  other  instruments 
to  be  delivered  to  the  Trustee,  as  deposited  moneys  are 
authorized  to  be  paid  out  by  the  provisions  of  Section  4  of 
Article  Second  of  this  indenture. 

Replacement  Section  3.  The  Terminal  Company,  from  time  to  time, 

equipment.  wpiie  in  possession  of  any  of  the  property  subject  to  this 
mortgage  and  not  in  default  hereunder,  also  shall  have  full 
power  in  its  discretion  without  reference  to  the  Trustee 
to  dispose  of,  free  from  the  lien  hereof,  any  portion 
of  the  machinery,  rails,  ties,  rolling  stock,  boats,  ferries, 
barges,  tugs  and  other  equipment,  apparatus,  appliances,  tools 
and  implements,  at  any  time  subject  to  the  lien  hereof,  which 
may  have  become  unserviceable  or  unsuitable,  first  or  simul¬ 
taneously  replacing  the  same  by  new  property  of  like  character 
and  use  and  of  at  least  equal  value,  which  shall  become  sub¬ 
ject  to  this  mortgage. 

location °ot  Section  4.  The  Terminal  Company  may  at  any  time  make 

suu'  tuns,  etc.  any  ehamge  in  the  location  of  any  of  the  bridges,  viaducts, 


113 


abutments,  approaches,  piers,  piles,  arches,  spans,  tracks, 
switches,  sidings,  stations,  storehouses,  freight  houses,  eleva¬ 
tors,  sheds,  platforms  or  other  like  articles  or  structures,  upon 
or  comprising  any  part  of  the  mortgaged  property  (provided 
the  same  articles  or  structures  or  those  with  which  they  have 
been  replaced  in  their  changed  location  and  the  premises  mort¬ 
gaged  hereunder  to  which  they  shall  be  appurtenant  shall  be  of 
a  value  and  efficiency  at  least  equal  to  the  value  and  efficiency 
of  the  articles  or  structures  the  location  whereof  shall  be 
changed  and  the  mortgaged  premises  to  which  they  were  for¬ 
merly  appurtenant)  and  the  Trustee,  upon  being  furnished  with 
evidence  of  the  facts  acceptable  to  it  and  the  written  opinion  of 
counsel  approved  by  the  Trustee  (who  may  be  counsel  for 
the  Terminal  Company)  to  the  effect  that  such  articles  or 
structures  in  their  changed  location  and  the  premises  to  which 
the  same  are  appurtenant  have  been  subjected  to  the  lien  of 
this  mortgage  in  like  degree,  shall,  at  the  written  request  of 
the  Terminal  Company,  release  from  the  lien  of  this  mortgage 
such  of  the  articles  or  structures  which  shall  have  been  re¬ 
placed  with  like  articles  or  structures  and  such  of  the  premises 
to  which  structures  so  replaced  or  moved  are  or  were  formerly 
appurtenant  as  shall  no  longer  be  required  for  use  by  the 
Terminal  Company,  and  in  every  such  event  shall  execute  and 
deliver  any  and  all  instruments  necessary  and  proper  to  effect 
such  purpose. 

Section  5.  The  Terminal  Company  may,  from  time  to  Alterations  in 

leases, 

time,  with  the  consent  of  the  Trustee  (except  as  elsewhere  in  agreements, 
this  indenture  otherwise  provided),  make  any  changes  or 
alterations  in  or  substitutions  of  any  and  all  leases,  trackage 
rights,  traffic  agreements,  operating  agreements,  and  contracts 
subject  hereto;  but  in  such  event  any  modified,  altered  or  sub¬ 
stituted  lease,  trackage  right,  traffic  agreement,  operating 
agreement,  or  contract  shall  forthwith  become  bound  by  and 
be  subject  to  the  lieu  of  this  mortgage. 


114 


Release  of 
leasehold 
Interest  under 
lease  executed 
by  Terminal 
Company. 


Substituted 
property  to  be 
subject  to  lien 
hereof. 


Receiver  or 
Trustee  In 
possession  may 
exercise 
powers 
conferred  by 
this  Article  on 
Terminal 
Company. 


Section  6.  Upon  the  written  request  of  the  President  or 
Vice  President  of  the  Terminal  Company,  approved  or  authorized 
by  resolution  of  the  Board  of  Directors  or  Executive  Committee 
(except  as  elsewhere  in  this  indenture  otherwise  provided), 
the  Trustee  shall,  from  time  to  time,  execute  such  releases  or 
other  instruments  as  may  be  required  to  release  from  the  lien 
or  operation  of  this  mortgage  the  leasehold  interest,  or  term, 
of  the  lessee  or  lessees  and  assigns  under  any  lease  or  sub¬ 
lease  executed  by  the  Terminal  Company,  or  any  lessor,  of 
any  property  at  the  time  subject  to  this  mortgage  or  em¬ 
braced  in  a  lease  at  the  time  subject  to  this  mortgage  which 
at  the  time  of  such  release  shall  not  be  used  or  required  by 
the  Terminal  Company  for  any  purpose  connected  with  the 
operation  and  maintenance  of  its  business  and  property,  and 
thereupon  such  leasehold  interest  or  term  shall  be  free  from 
the  operation  of  this  mortgage  ;  but  the  inversion  of  such 
property  demised  by  said  lease  shall  be  subject  to  this 
mortgage. 

Section  7.  Any  new  property  acquired  by  the  Terminal 
Company  to  take  the  place  of  any  property  released  here¬ 
under,  ipso  facto  shall  become  and  be  subject  to  this  mort¬ 
gage  as  a  first  lien,  as  fully  as  if  specifically  mortgaged 
or  assigned  hereby,  but,  if  requested  by  the  Trustee,  the 
Terminal  Company  will  convey  and  assign  the  same  to  the 
Trustee  by  appropriate  deeds  or  other  instruments  upon  the 
trusts  and  for  the  purposes  of  this  indenture,  and  will  cause 
such  deeds  or  other  instruments  to  be  registered,  recorded  or 
filed  in  such  manner  as  appropriately  to  secure  and  continue 
the  lien  of  this  mortgage  thereon  as  a  first  lien. 

Section  8.  In  case  any  of  the  property  subject  to  this 
mortgage  shall  be  in  the  possession  of  a  receiver  lawfully  ap¬ 
pointed,  the  powers  in  and  by  this  Article  Ninth  conferred 
upon  the  Terminal  Company  may  be  exercised  by  such  re¬ 
ceiver  with  the  approval  of  the  Trustee,  and  if  the  Trustee 


115 


shall  be  in  possession  of  any  of  sucli  property  under  any  pro¬ 
vision  of  this  indenture,  then  all  the  powers  of  this  Article 
Ninth  conferred  upon  the  Terminal  Company  may  be  ex¬ 
ercised  by  the  Trustee  in  its  discretion. 

Section  9.  Except  as  otherwise  provided  in  this  Article  Trustee  may 

rely  on 

Ninth,  a  certificate  under  the  corporate  seal  of  the  Ter- certificate, 
minal  Company  signed  or  purporting  to  be  signed  by  the 
President  or  a  Vice-President  of  the  Terminal  Company  may 
be  received  by  the  Trustee  as  conclusive  evidence  of  any  of 
the  facts  mentioned  in  this  Article  Ninth,  and  shall  be  full 
warrant  and  protection  to  the  Trustee  for  its  action  on  the 
faith  thereof. 

Section  10.  It  is  expressly  agreed  that  none  of  the  prop- no  property 

'  to  be  released 

erties,  securities,  interests,  rights,  franchises  or  immunities  at  excepTon  eon- 

,•  i  .  ,  ,  ,i  v  i  i*  i  i  ir  i  dltious  herein 

any  time  subject  to  the  lien  hereof  may  be  released  irom  such  expressed. 

lien  or  converted  or  otherwise  disposed  of  or  dealt  with  so  as 

to  be  relieved  therefrom  by  the  Terminal  Company  or  the 

Trustee  or  both,  whether  with  or  without  the  approval  or 

authorization  of  any  order  or  decree  of  any  court,  except  only 

in  the  events  and  to  the  extent,  if  any,  and  in  every  case  upon 

the  conditions  herein  expressly  prescribed;  it  being  the  intent 

hereof  that  the  lien  of  this  mortgage  shall  remain  unimpaired 

with  respect  to  everything  at  any  time  subject  hereto,  save  as 

otherwise  expressly  provided  herein. 


ARTICLE  TENTH. 


Section  1.  The  Trustee  accepts  the  trusts  of  this  mortgage  conditions  of 

acceptance  of 

and  agrees  to  execute  them  upon  the  following  terms  and  con- 
ditions,  to  which  the  parties  hereto  and  the  holders  of  the 
First  Mortgage  Bonds  agree  : 


The  Trustee  shall  be  under  no  obligation  to  see  to  Trustee  under 

no  obligation 

the  record,  registry,  filing  or  re-filing  of  this  mortgage  e > 

taxes. 


116 


Trustee  not 
responsible  for 
recitals. 


Trustee  may 
assume  no 
default  here¬ 
under  until 
notified. 


or  supplemental  indenture  ;  or,  while  not  in  possession 
thereof,  to  see  to  the  insurance  of  the  mortgaged 
premises,  or  to  the  payment  of  taxes  and  assessments 
thereon  ;  or  to  the  performance  or  observance  of  any 
of  the  covenants  or  agreements  hereof  on  the  part  of 
the  Terminal  Company. 

The  Trustee  shall  not  be  responsible  in  any  manner 
whatsoever  for  the  recitals  herein  contained,  all  of 
which  are  made  by  the  Terminal  Company  solely. 

Unless  and  until  the  Trustee  shall  have  received 
written  notice  to  the  contrary  from  the  holders  of  not 
less  than  ten  per  cent,  in  amount  of  the  First  Mortgage 
Bonds  then  outstanding,  the  Trustee  may,  for  all  the 
purposes  of  this  indenture,  conclusively  assume  that  no 
default  has  been  made  in  the  payment  of  any  of  the 
First  Mortgage  Bonds,  or  of  any  of  the  interest  thereon, 
or  in  the  observance  or  performance  of  any  of  the 
covenants  or  conditions  contained  in  the  First  Mort¬ 
gage  Bonds,  or  in  this  indenture  ;  that  no  receiver 
has  been  appointed  of  the  Terminal  Company  or 
of  the  trust  estate  or  any  part  thereof,  or  of  any  of  the 
property  of  the  Terminal  Company,  or  of  St.  Louis, 
Iron  Mountain  and  Southern  Railway,  or  of  St.  Louis 
Southwestern  Railway  Company,  or  of  any  corporation 
that  shall  succeed  to  the  receivers  of  The  Chicago, 
Rock  Island  and  Pacific  Railway  Company  in  obli¬ 
gation  upon  the  guaranty  of  the  First  Mortgage  Bonds  ; 
that  no  judgment  has  been  entered  against,  and 
no  attachment  has  been  levied  upon,  the  prop¬ 
erty  of  the  Terminal  Company  or  any  grantee  in 
possession  of  substantially  the  whole  of  the  trust 
estate ;  and  that  the  franchise  or  right  to  build  and 
operate  a  bridge  across  the  Mississippi  River  granted 
to  the  Terminal  Company  by  Acts  of  Congress  has  not 
expired  or  ceased  to  be  operative ;  and  may  so  assume 


117 


uoless  said  notice  shall  distinctly  specify  the  default, 
event  or  fact  desired  to  be  brought  to  the  attention  of 
the  Trustee. 

The  Trustee  shall  not  be  under  any  obligation  to  Trustee  need 

J  ”  not  act  until 

take  any  action  toward  the  execution  or  enforcement  Requested 
of  the  trusts  hereby  created  which,  in  its  opinion, 
will  be  likely  to  involve  it  in  expense  or  liability, 
unless  one  or  more  of  the  holders  of  the  First  Mort¬ 
gage  Bonds  shall,  so  often  as  required  by  the 
Trustee,  furnish  it  security  and  indemnity  satisfac¬ 
tory  to  it  against  such  expense  or  liability  ;  nor 
shall  the  Trustee  be  required  to  take  notice  of 
any  such  default  hereunder  unless  notified  in  writing 
of  such  default  by  the  holders  of  at  least  ten  per 
cent,  in  amount  of  the  First  Mortgage  Bonds  then  out¬ 
standing  ;  or  to  take  any  action  in  respect  of  any  such 
default  involving  expense  or  liability  unless  requested 
by  an  instrument  in  writing  signed  by  the  holders  of 
not  less  than  twenty-five  per  cent,  in  amount  of  the  First 
Mortgage  Bonds  then  outstanding  and  unless  tendered 
reasonable  security  and  indemnity  as  aforesaid,  any¬ 
thing  herein  contained  to  the  contrary  notwithstand¬ 
ing  ;  but  neither  any  such  notice  or  request,  nor  this 
provision  therefor,  shall  effect  any  discretion  herein 
given  to  the  Trustee  to  determine  whether  or  not  the 
Trustee  shall  take  action  in  respect  to  such  default,  or 
take  action  without  such  request. 

In  all  cases  where  this  indenture  does  not  make  other  Trustee  may 

rely  on  eer- 

express  provision  as  to  the  evidence  upon  which  the  no  other'pro^ 

m  .  .  vision  as  to 

irustee  may  act  or  retrain  irom  acting,  the  Trustee  evidence. 

shall  be  protected  in  acting  or  refraining  from  acting 

under  any  provision  of  this  indenture  in  reliance  upon 

a  certificate  as  to  the  existence  or  non-existence  of  any 

facts  (a)  signed  by  the  President  or  Vice-President  of 

the  Terminal  Company,  ( b )  signed  by  its  Treasurer  or 


118 


Employment 
of  counsel  and 
agents  by 
Trustee. 


Liability  of 
Trustee. 


Trustee  not 
responsible  for 
depositaries. 


Trustee 
protected  In 
acting  upon 
documents 
believed  to  be 
genuine. 


Request  of 
bonliolders 
binding  on 
future  owners 
of  same  bonds. 


Assistant  Treasurer,  (c)  sealed  with  its  corporate  sea 
duly  attested  by  its  Secretary  or  Assistant  Secretary. 

The  Trustee  may  employ  counsel,  agents  and  at¬ 
torneys  in  fact,  and  shall  not  be  answerable  for  the 
default  or  misconduct  of  any  counsel,  agent  or  attorney 
appointed  by  it  in  pursuance  hereof,  if  such  counsel, 
agent  or  attorney  shall  have  been  selected  with  reason¬ 
able  care  ;  nor  for  anything  whatever  in  connection 
with  this  trust,  except  its  own  wilful  misconduct  or 
gross  negligence. 

The  Trustee  shall  not  be  under  any  liability  or 
responsibility  whatsoever  for  any  act  or  omission  on  the 
part  of  any  depositary  designated  by  the  Terminal 
Company  and  approved  in  good  faith  by  the  Trustee  as 
provided  in  Section  3  of  Article  Second  hereof,  or  for 
any  loss  or  damage  to  the  trust  estate  while  held  by 
any  such  depositary  or  any  misapplication  of  the 
moneys  deposited  with  any  such  depositary  under  the 
terms  of  this  indenture  (except  insofar  as  the  Trustee 
is  required  to  give  orders  for  the  payment  of  such 
moneys  only  in  accordance  with  the  provisions  of  this 
indenture). 

The  Trustee  shall  be  protected  in  acting  upon  any 
notice,  request,  certificate,  bond  or  other  paper  or 
document  believed  by  it  to  be  genuine  and  to  have 
been  signed  by  the  proper  party.  The  Trustee  shall 
not  be  personally  liable  for  any  debts  duly  contracted 
by  it  or  for  damages  to  persons  or  property  carried  or 
injured,  or  for  salaries  or  nonfulfilment  of  contracts 
during  any  period  wherein  the  Trustee  shall  manage  the 
trust  property  or  premises  upon  entry  or  voluntary  sur¬ 
render,  as  hereinbefore  provided. 

Any  action  taken  by  the  Trustee  upon  the  request 
or  with  the  assent  of  any  person  who  at  the  time  is 
the  owner  of  any  bond  or  bonds  secured  hereby  shall 


119 


be  conclusive  and  bindiug  upon  all  future  owners  of 
the  same  bond  or  bonds.  The  Trustee  makes  no  cove¬ 
nant  or  representation  respecting  the  title  or  iuterest 
of  the  Terminal  Company  in  or  to  the  property  de¬ 
scribed  herein,  and  it  shall  be  no  part  of  the  duty  of 
the  Trustee  to  see  that  any  of  the  property  intended  to 
be  conveyed  iu  trust  hereunder  or  by  any  supplemental 
mortgage  or  instrument  of  further  assurance  is  properly 
or  legally  subjected  to  the  lien  hereof. 

The  Trustee  may  advise  with  legal  counsel,  and  any  advfse with7 
action  under  this  indenture,  taken  or  suffered  in  good counse1' 
faith  by  the  Trustee  in  accordance  with  the  opinion  of 
counsel,  shall  be  conclusive  on  the  Terminal  Company 
and  on  all  holders  of  First  Mortgage  Bonds,  and  the 
Trustee  shall  be  fully  protected  in  respect  thereof. 

The  Trustee  shall  be  entitled  to  reasonable  compeu-  Trustee 

1  entitled  to 

sation  for  all  services  rendered  by  it  in  the  execution  Df  compensation, 
the  trusts  hereby  created,  which  compensation  shall  not 
be  limited  by  any  provision  of  law  with  respect  to  the 
compensation  of  a  trustee  of  an  express  trust,  and  such 
compensation,  as  well  as  all  reasonable  expenses  neces¬ 
sarily  incurred  and  actually  disbursed  hereunder,  the 
Terminal  Company  agrees  to  pay. 

The  Trustee  shall  be  reimbursed  and  indemnified  mentborr9e~ 

Trustee 

against  any  liability  or  damage  it  may  sustain  or  incur 
in  the  premises,  and  shall  have  a  lien  upon  the  trust 
estate  under  this  indenture  preferentially  to  the  First 
Mortgage  Bonds  for  its  compensation  and  expenses, 
and  also  for  any  such  liability  or  damages. 

Any  moneys  held  by  the  Trustee  hereunder,  irre-  Moneys  held 
/  .  .  .  by  Trustee 

spective  of  any  requirement  of  this  indenture  that  the  aSaJeneraiated 
same  are  to  be  held  in  trust,  may  until  paid  out  in  con- deposlt' 
formity  herewith,  be  treated  by  it  as  a  general  deposit, 
without  liability  for  interest  save  such  as  it  allows  to  its 
general  depositors. 


120 


Trustee  or 
depositary 
may  own 
bonds. 


Resignation  of 
Trustee. 


Removal  of 
Trustee. 


Appointment 

of  successor 
trustee  by 
bondholders. 


Appointment 
of  successor 
trustee  by 
Terminal 
Company. 


The  Trustee  or  any  depositary  hereunder  may  own 
and  hold  bonds  secured  hereby  with  the  same  rights 
which  it  would  have  if  it  were  not  such  trustee  or  de¬ 
positary. 

Section  2.  The  Trustee,  or  any  successor  trustee,  may 
resign  and  be  discharged  from  the  trusts  created  by  this  in¬ 
denture  by  giving  to  the  Terminal  Company  notice  in  writing 
of  such  resignation,  specifying  a  date  when  such  resignation 
shall  take  effect,  which  notice  shall  be  published  at  least  once, 
on  a  day  not  less  than  thirty  days  (or  such  shorter  time  as 
may  be  accepted  by  the  Board  of  Directors  or  Executive  Com¬ 
mittee  of  the  Terminal  Company  as  adequate)  nor  more  than 
sixty  days  prior  to  the  date  so  specified,  in  a  daily  newspaper 
of  general  circulation  at  that  time  published  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York.  Such  resignation 
shall  take  effect  on  the  day  specified  in  such  notice,  unless  pre¬ 
viously  a  successor  trustee  shall  have  been  appointed  as  here¬ 
inafter  provided,  in  which  event  such  resignation  shall  take 
effect  immediately  upon  the  appointment  of  such  successor 
trustee. 

Any  trustee  hereunder  may  be  removed  at  any  time  by  an 
instrument  in  writing,  filed  with  the  trustee  to  be  removed, 
and  executed  by  the  holders  of  two-thirds  in  amount  of  the 
First  Mortgage  Bonds  then  outstanding. 

Section  3.  In  case  at  any  time,  any  Trustee  hereunder 
shall  resign  or  shall  be  removed  or  otherwise  shall  become 
incapable  of  acting,  a  successor  may  be  appointed  by  the  hold¬ 
ers  of  a  majority  in  amount  of  the  First  Mortgage  Bonds 
then  outstanding,  by  an  instrument  or  concurrent  instruments 
signed  by  such  bondholders  or  their  attorneys  in  fact  duly 
authorized,  but  until  a  new  trustee  shall  be  appointed  by  the 
bondholders  as  herein  authorized,  the  Terminal  Company 
may,  by  proper  instrument  in  writing,  executed  under  its 


121 


corporate  seal  by  order  of  its  Board  of  Directors  or  Execu¬ 
tive  Committee,  appoint  a  trustee  to  fill  such  vacancy. 

After  any  such  appointment  by  the  Terminal  Company,  publication 
it  shall  cause  notice  of  such  appointment  to  be  pub- 
lished  once  a  week  (in  every  instance  upon  any  day  ofC0mPany- 
the  week)  for  four  successive  weeks  in  two  daily  newspapers 
of  general  circulation  in  the  Borough  of  Manhattan,  in  the 
City  of  New  York,  but  any  new  trustee  so  appointed  by 
the  Terminal  Company  shall  immediately  and  without  further 
act  be  superseded  by  a  trustee  appointed  in  the  manner  above 
provided  by  the  holders  of  a  majority  in  amount  of  the  First 
Mortgage  Bonds. 

Any  trustee  appointed  under  any  of  the  provisions  of  this  Qualification 
Article  Tenth  shall  (unless  there  be  no  such  trust  company 
fully  authorized  and  qualified  to  discharge  the  duties  of 
trustee  hereunder)  always  be  a  trust  company  having  an  office 
in  the  Borough  of  Manhattan,  in  the  City  of  New  York,  and 
having  a  capital  and  surplus  aggregating  at  least  two  million 
dollars.  The  Trustee,  and  every  successor  trustee,  shall  be 
exempt  from  giving  any  bond  or  surety  in  respect  to  the  ex¬ 
ecution  of  the  trusts  or  powers  herein  contained,  or  otherwise 
in  respect  of  the  premises. 

If  iu  a  proper  case  no  appointment  of  a  successor  trustee  Appointment 

.of  successor 

shall  be  made  pursuant  to  the  foregoing  provisions  of  this  trustee  by 
Article  within  sixty  days  after  the  resignation  or  removal  of 
any  trustee  hereunder  shall  have  taken  effect  or  after  the 
trustee  hereunder  shall  have  become  incapacitated  to  act, 
any  bondholder  or  the  retiring  trustee  may  apply  to  any 
court,  state  or  federal,  having  jurisdiction  to  appoint  a  suc¬ 
cessor  trustee,  and  such  court  may  thereupon  after  such 
notice,  if  any,  as  such  court  may  deem  proper  and  prescribe, 
appoint  a  successor  trustee. 

If  at  anv  time  or  times  in  order  to  conform  to  any  legal  re •  Appointment 
quirement  the  Terminal  Company  shall  so  request,  the  Terminal trustees' 
Company  and  Trustee  shall  have  power  to  appoint  and  shall 


122 


Vesting 
property  in 
new  trustee. 


unite  in  the  execution  and  delivery  and  the  performance  of  all 
agreements  necessary  and  proper  to  appoint  another  trust 
company  or  one  or  more  persons  approved  by  the  Trustee  as 
additional  trustee  or  trustees,  either  to  act  as  co-trustee 
or  trustees  of  any  of  the  property  subject  at  the  time  to  the 
lien  hereof  jointly  with  the  trustee  originally  named  herein  or 
its  successor,  or  to  act  as  a  separate  trustee  or  trustees  of  any 
such  property,  and  in  either  case  with  all  of  the  rights,  powers, 
duties  and  obligations  hereby  imposed  or  conferred  upon  the 
Trustee  as  shall  be  set  forth  in  such  instrument  of  appoint¬ 
ment,  the  same  to  be  exercised  jointly  with  such  trustee  or 
separately  as  such  instrument  may  prescribe. 

Any  notice,  consent,  demand,  direction,  request  or  other 
writing  of  or  on  behalf  of  the  bondholders  delivered  solely 
to  the  Trustee  or  its  successor  shall  be  deemed,  if  at 
the  time  there  shall  be  more  than  one  trustee  hereunder, 
to  have  been  delivered  to  all  of  the  trustees  hereunder  as 
effectually  as  if  delivered  to  each  of  them.  Any  trustee  or 
trustees  hereunder  may,  so  far  as  shall  not  be  prohibited  by  law, 
at  any  time  by  an  instrument  in  writing  constitute  any  other 
trustee  hereunder  its,  his  or  their  agent  and  attorney  in  fact 
with  power  and  authority  to  the  full  extent  which  may  be  pro¬ 
vided  by  law  to  do  all  acts  and  things  and  exercise  all  discre¬ 
tions  hereunder  in  behalf  of  and  in  the  name  of  the  trustee  or 
trustees  executing  such  instrument. 

Section  4.  Any  successor  trustee  appointed  hereunder  shall 
execute,  acknowledge  and  deliver  to  the  Terminal  Company  an 
instrument  accepting  such  appointment  hereunder,  and 
thereupon  such  successor  trustee  without  any  further 
act,  deed  or  conveyance  shall  be  invested  with  the  appropriate 
estate,  authority,  rights,  powers,  duties  and  trusts  of  its 
predecessor  in  the  trust  hereunder  with  like  effect  as  if 
originally  named  as  trustee  herein ;  and,  upon  the  resigna¬ 
tion  or  removal  of  any  trustee,  all  the  estate,  right,  title, 


123 


and  interest  of  sucli  trustee  in  the  trust  estate  shall  wholly 
cease  and  determine  ;  but  nevertheless  the  Terminal  Com¬ 
pany,  its  successors  and  assigns,  will,  in  any  and  every 
such  case,  execute  upon  request  of  such  trustee  so  ap¬ 
pointed,  all  such  deeds,  conveyances,  or  assurances  as  shall, 
in  the  judgment  of  the  trustee  so  appointed,  be  desirable  or 
necessary  to  enable  the  trustee  so  appointed  to  execute  the 
trusts  by  this  indenture  created  as  fully  and  completely  as  if 
such  appointed  trustee  had  been  originally  trustee  ;  and  in 
every  case  of  resignation  by  a  trustee,  or  of  removal  of  a 
trustee,  the  trustee  so  resigning  or  removed,  shall,  at  the 
request  of  the  Terminal  Company,  its  successors  or  assigns,  or 
of  the  trustee  so  appointed,  make  and  execute  such  deeds, 
conveyances  or  assurances  to  its  successors.  All  the  conve}’- 
ances  herein  provided  for  shall  be  at  the  cost  of  the  Terminal 
Company,  its  successors  or  assigns. 

Section  5.  Any  company  into  which  the  Trustee,  or  anv  Merger or 
successor  to  it  in  the  trusts  created  by  this  indenture,  may 01  Irustee' 
be  merged  or  with  which  it,  or  any  such  successor  to  it,  may 
be  consolidated,  or  any  company  resulting  from  any  merger  or 
consolidation  to  which  the  Trustee,  or  any  such  successor  to 
it,  shall  be  a  party,  provided  such  company  shall  be  a  corpo¬ 
ration  organized  under  the  laws  of  the  State  of  New  York  and 
shall  do  business  in  the  Borough  of  Manhattan  in  the  City  of 
New  York,  shall  be  the  successor  Trustee  under  this  mortgage 
without  the  execution  or  filing  of  any  paper  or  further  act  on 
the  part  of  either  of  the  parties  hereto,  auytliing  herein  to  the 
contrary  notwithstanding.  In  case  any  of  the  First  Mortgage 
Bonds  shall  have  been  authenticated,  but  not  delivered,  any 
such  successor  trustee  may  adopt  the  certificate  of  authenti¬ 
cation  of  Guaranty  Trust  Company  of  New  York,  or  of  any 
successor  to  it,  as  Trustee  hereunder  and  may  deliver  such 
bonds  so  authenticated  ;  and  in  case  any  of  the  First  Mortgage 
Bonds  shall  not  have  been  authenticated,  any  successor 


.124 


trustee  may  authenticate  such  bonds  either  in  the  name  of  any 
predecessor  trustee  or  in  the  name  of  such  successor  trustee, 
and  in  all  such  cases  such  certificate  shall  have  the  full  force 
which  it  is  anywhere  in  said  bonds  or  in  this  indenture  pro¬ 
vided  that  the  certificate  of  the  Trustee  shall  have. 

Definition  of  Section  6.  The  term  “Trustee,”  wherever  used  in  this  in- 

“  Trustee.” 

denture,  means  the  trustee  or  (except  where  a  contrary  mean¬ 
ing  is  indicated  by  the  context)  the  trustees  for  the  time  being 
under  this  indenture,  whether  original  or  successor. 

ARTICLE  ELEVENTH. 

possession  in  Section  1.  Until  some  default  shall  have  been  made  in  the 

Terminal 

event  imtn  due  and  punctual  payment  of  some  installment  of  interest  on  or 

default.  ....  .  . 

of  the  principal  ol  some  one  or  more  ot  the  hirst  Mortgage 
Bonds  at  the  time  outstanding,  or  of  some  part  of  such  in¬ 
terest  or  principal,  or  until  some  one  or  more  of  the  events  of 
default  specified  in  Section  2  of  Article  Sixth  shall  have  hap¬ 
pened,  the  Terminal  Company,  its  successors  and  assigns, 
shall  be  suffered  and  permitted  to  retain  actual  possession  of 
all  the  property  subject  to  this  mortgage  (except  cash 
and  property  at  the  time  deposited  or  pledged  or  which 
ought  to  be  deposited  or  pledged  hereunder  with  the 
Trustee  or  any  depositaries  hereunder),  and  to  manage,  operate 
and  use  the  same  and  every  part  thereof,  with  the  rights  and 
franchises  appertaining  thereto,  and  to  collect,  receive,  take, 
use  and  enjoy  the  tolls,  earnings,  income,  rents,  issues  and 
profits  thereof. 

Defeasance  Section  2.  If,  when  all  of  the  First  Mortgage  Bonds  shall 

clause. 

have  become  due  and  payable,  the  Terminal  Company  shall 
well  and  truly  pay,  or  cause  to  be  paid,  the  whole  amount  of 
the  principal  and  interest  due  upon  all  of  the  First  Mort¬ 
gage  Bonds  and  coupons  then  outstanding,  or  shall  provide 


125 


for  the  payment  of  such  bonds  and  coupons  by  depositing  Depositor 

1  ■'  i  j  id  moneys  to  pay 

with  the  Trustee  or  for  the  account  of  the  Trustee  with  any  maturity, 
depositary  or  depositaries  designated  as  provided  in  Section 
3  of  Article  Second  hereof  the  entire  amount  so  due  for 
principal  and  interest  ;  or  if  at  any  time  before  all  of  the  First 
Mortgage  Bonds  shall  become  due  and  payable  the  Terminal 
Company  shall  surrender  to  the  Trustee  all  of  the  bonds  anoutstan'ding 
then  outstanding  hereunder  (except  bonds  the  redemption  Trustee0 
whereof  shall  be  provided  for  by  the  deposit  of  moneys  as 
herein  provided,  and  lost  or  destroyed  bonds  with  re¬ 
spect  whereof  proof  of  loss  or  destruction  and  indemnity 
shall  have  been  received  and  accepted  by  the  Trustee  as 
provided  in  Section  8  of  Article  First  of  this  indenture,  and 
bonds  to  the  credit  of  which  sums  of  money  shall  have  been 
deposited  with  or  reserved  by  the  Trustee  as  provided  in 

Section  1  of  Article  Third  or  Section  3  of  Article  Fifth  of 

this  indenture)  with  all  unpaid  coupons,  matured  and  nil- 
matured,  belonging  thereto  (or,  in  case  of  missing  unpaid 
coupons,  an  amount  in  cash  equal  to  the  face  amount  thereof), 
or  shall  deposit  with  the  Trustee  or  such  depositary  or  de-  moneys vfitn 
positaries  the  amount  required  to  redeem,  as  provided  in  redemption. 
Article  Third  hereof,  all  of  the  outstanding  First  Mortgage 
Bonds  or  all  thereof  not  surrendered  as  hereinabove  provided, 
together  with  evidence  by  affidavit  of  the  Secretary  or  As¬ 
sistant  Secretary  of  the  Terminal  Company  in  such  form  and 
detail  as  shall  be  accepted  as  sufficient  by  the  Trustee  that 

notice  of  redemption  has  been  advertised  as  provided  in 

Article  Third  hereof  ;  and  in  every  case  shall  also  pay,  or  cause 
to  be  paid,  all  other  sums  payable  hereunder  by  the  Terminal 
Company,  and  shall  well  and  truly  keep  and  perform  all  the 
things  herein  required  to  be  kept  and  performed  by  it  accord¬ 
ing  to  the  true  intent  and  meaning  of  this  indenture,  then  and 
in  that  case  all  property,  rights  and  interests  by  this  mortgage 
conveyed  or  assigned  or  pledged,  or  by  any  deed,  conveyance  or 
other  instrument  in  writing,  conveyed  or  assigned  or  pledged 


126 


to  the  Trustee,  to  be  held  upon  the  trusts  and  provisions  of 
this  mortgage,  shall  revert  to  the  Terminal  Company,  and  the 
estate,  right,  title  and  interest  of  the  Trustee  shall  thereupon 
cease,  determine  and  become  void,  and  the  Trustee  in  such 
case,  on  demand  of  the  Terminal  Company,  and  at  the  cost 
and  expense  of  the  Terminal  Company,  shall  execute  proper 
instruments  acknowledging  satisfaction  of  this  mortgage  and 
shall  enter  satisfaction  of  this  mortgage  upon  the  record  and 
shall  pay  over  all  cash  and  deliver  all  securities  and  property 
then  on  deposit  with  it  hereunder,  and  shall  order  all  said 
depositaries  to  pay  over  all  cash  on  deposit  with  them  here¬ 
under  (except  sums  held  to  the  credit  of  unsurrendered  bonds 
as  in  Section  1  of  Article  Third  or  Section  3  of  Article  Fifth 
provided),  to  the  Terminal  Company,  its  successors  or  assigns. 
Otherwise  this  mortgage  shall  be,  continue  and  remain  in  full 
force  and  virtue. 

Bonds andiien  Section  3.  It  is  understood  and  agreed  that,  notwithstand- 

to  remain  alive  _ 

ing  any  of  the  bonds  which  shall  have  been  issued  here¬ 
under  and  shall  in  any  manner  have  become  due  and  payable 
shall  be  paid  or  redeemed  or  acquired  by  the  Terminal  Com¬ 
pany  or  the  Trustee  or  cancelled  or  the  payment  or  redemp¬ 
tion  thereof  shall  be  provided  for  by  the  deposit  of  moneys 
as  hereinabove  permitted,  nothiug  herein  contained  shall 
prevent  the  subrogation  of  any  person  or  persons,  corporation 
or  corporations  otherwise  entitled  thereto  to  all  of  the  rights 
and  remedies  of  holders  of  said  bonds  and  to  all  of  the 
benefits  of  this  mortgage  and  of  the  security  constituted  hereby, 
nor  in  any  such  event  prevent  said  bonds  remaining  alive 
and  this  mortgage  continuing  to  exist  in  full  force 
and  effect  for  the  benefit  and  security  of  the  persons  or  cor¬ 
porations  so  subrogated ;  and,  in  case  the  Trustee  shall  re¬ 
ceive  written  notice  that  any  person  or  persons,  corporation 
or  corporations  claim  subrogation  to  the  rights  of  the  holders 
of  any  bonds  hereunder,  accompanied  by  evidence  supporting 


for  benefit  of 
persons 
subrogated  to 
rights  of 
bondholders. 


127 


such  claim  to  the  satisfaction  of  the  Trustee,  the  Trustee 
shall  thereafter  refrain  from  cancelling  any  bonds,  subrogation 
to  the  rights  of  the  holders  whereof  shall  be  so  claimed,  that 
shall  come  into  its  hands  upon  the  payment  or  redemption 
thereof  out  of  moneys  deposited  with  it  or  for  its  account 
with  any  depositary  or  depositaries,  but  shall  deliver  said 
bonds  uncancelled  (or,  if  cancelled  by  previous  holders,  then 
without  further  cancellation)  to  the  persons  or  corporations 
making  such  claim  provided  such  delivery  shall  have  been 
approved  in  writing  by  the  Terminal  Company,  which  written 
approval  shall  be  deemed  full  protection  to  the  Trustee  for 
such  delivery. 


ARTICLE  TWELFTH. 

Section  1.  Nothing  contained  in  this  mortgage  or  in  an v consolidation, 

merger  or  con- 

bond  shall  prevent,  subject  to  the  continuing  lien  of  this  mort-^y^ceby 
gage  and  to  all  of  the  provisions  hereof,  any  consolidation  Company- 
or  merger  of  the  Terminal  Company  with  any  other  corpora¬ 
tion  or  any  lease,  sale,  conveyance  or  transfer  to  a  corporation 
at  the  time  existing  under  and  by  virtue  of  the  laws  of  any 
State  or  States  or  of  the  United  States  and  empowered  to  ac¬ 
quire  the  same,  of  all  of  the  property  at  the  time  subject  to 
this  mortgage,  as  an  entirety ;  provided  that  such  consolida¬ 
tion,  merger,  lease,  sale,  conveyance  or  transfer  shall  be  on 
such  terms  as  to  preserve,  and  not  to  impair,  the  lieu  and 
security  of  this  mortgage  and  the  rights  and  powers  of  the 
Trustee  and  of  the  holders  of  the  bonds,  and  that  any  corpo¬ 
ration  formed  by  such  consolidation,  or  any  corporation  into 
which  the  Terminal  Company  shall  be  merged,  or  which  shall 
purchase  or  receive  a  conveyance  and  transfer,  shall,  as  part 
of  such  consolidation,  merger,  purchase  or  conveyance,  ex¬ 
pressly  assume  to  make  due  and  punctual  payment  of  the 
principal  of  and  interest  upon  all  of  the  bonds  issued 
hereunder  and  to  keep  and  perform  all  of  the  covenants  and 


128 


conditions  in  this  mortgage  required  to  be  kept  or  performed 
by  the  Terminal  Company,  and  shall,  simultaneously  with  the 
delivery  to  it  of  a  transfer  and  conveyance,  execute  and  de¬ 
liver  a  proper  instrument  to  the  Trustee,  in  form  satisfactory 
to  the  Trustee,  whereby  it  shall  so  assume  the  due  and  punc¬ 
tual  payment  of  the  principal  of  and  interest  upon  all  of  the 
bonds  and  the  performance  of  all  of  the  covenants  and  condi¬ 
tions  of  this  mortgage  required  to  be  kept  or  performed  by 
the  Terminal  Company,  and  shall  charge  therewith  the  prop¬ 
erty  and  franchises  so  taken  over  and  such  of  the  property 
and  franchises  thereafter  to  be  acquired  by  it  as  it  is  provided 
in  Section  3  of  this  Article  shall  be  subject  to  the  lien  of  this 
mortgage. 

successor  Section  2.  In  case  the  Terminal  Company  shall  be  so  con- 

company  1  J 

forTerminai  solidated  or  merged  with  any  other  corporation,  or  shall  sell 

company.  Qr  conve^  anc]  transfer,  subject  to  this  mortgage,  all  of  the 
mortgaged  and  pledged  premises  as  an  entirety  as  aforesaid, 
the  corporation  formed  by  such  consolidation,  or  into  which 
the  Terminal  Company  shall  have  been  merged,  or  which  shall 
have  purchased,  or  received  a  conveyance  and  transfer,  as 
aforesaid — upon  executing  aud  upon  delivering  to  the  Trustee 
and  causing  to  be  recorded,  if  required  by  the  Trustee,  au  in¬ 
strument  satisfactory  to  the  Trustee,  whereby  such  corporation 
shall  assume  the  due  and  punctual  payment  of  the  principal  of 
and  interest  upon  all  of  the  First  Mortgage  Bonds  and  the  per¬ 
formance  aud  observance  of  all  of  the  covenants  and  condi¬ 
tions  of  this  mortgage  required  to  be  kept  or  performed  by  the 
Terminal  Company,  and  shall  charge  therewith  the  property 
and  franchises  aforesaid, — shall  succeed  to  the  Terminal 
Company,  with  the  same  effect  (except  as  a  contrary  intent 
shall  clearly  appear  herefrom)  as  if  it  had  been  named  herein 
as  party  of  the  first  part  hereto,  and  be  subrogated  and 
subject  to  all  of  its  rights,  interests,  powers,  liabilities  aud 
obligations  under  and  by  reason  of  this  mortgage,  or  of 


129 


the  First  Mortgage  Bonds.  For  every  purpose  of  this 
mortgage  (except  as  a  contrary  intent  shall  clearly  ap¬ 
pear  herefrom),  including  the  execution,  issue  and  use 
of  any  and  all  of  the  First  Mortgage  Bonds,  the 
term  “  Terminal  Company  ”  includes  and  means  not  only  the  Meaning  of 
party  of  the  first  part  hereto,  but  also  any  such  sue-  hereunder 
cessor  or  purchasing  corporation  that  shall  have  com¬ 
plied  with  the  conditions  prescribed  in  this  section.  Every 
such  successor  or  purchasing  corporation  that  shall  have  quali¬ 
fied  by  complying  with  said  conditions  shall  possess  and  from 
time  to  time  may  exercise  each  and  every  right  and  power  here¬ 
under  of  the  Terminal  Company  in  its  name  or  otherwise;  and  successor 
any  act  or  proceeding  by  any  provision  of  this  indenture  author-  act  hereuri(ier- 
ized  or  required  to  be  done  or  performed  by  any  board,  commit¬ 
tee  or  officers  of  the  Terminal  Company  shall  and  may  be  done 
and  performed  with  like  force  and  effect  by  the  like  board, 
committee  or  officers  of  any  corporation  that  shall  at  any 
time  be  such  lawful  successor  or  purchaser  of  the  Terminal 
Company.  Such  corporation  may  cause  to  be  signed,  and 

may  issue,  in  its  own  name,  or,  if  it  shall  prefer,  in  the  name  issue  of  bonds 
J  1  by  successor 

of  the  Terminal  Company,  or  in  the  names  of  both  said  comPany- 
corporations,  any  or  all  of  the  First  Mortgage  Bonds 
which  shall  not  theretofore  have  been  issued  by  the 
Terminal  Company  and  delivered  to  the  Trustee,  and  for 
that  purpose  may  cause  the  Terminal  Company  from  time 
to  time  to  take  any  corporate  action  that  may  be  neces¬ 
sary  or  proper  ;  and  the  Trustee,  upon  the  order  of  such 
successor  corporation  in  lieu  of  the  Terminal  Compauy  and 
subject  to  all  of  the  terms,  conditions  and  restrictions  herein 
prescribed,  shall  authenticate  and  deliver  any  and  all  of 
the  First  Mortgage  Bonds  which  shall  have  been  previously 
signed  by  the  officers  of  the  Terminal  Company  and 
delivered  to  the  Trustee  for  authentication  and  any 
of  the  bonds  which  such  corporation  shall  thereafter 
cause  to  be  signed  and  delivered  to  the  Trustee  for  that  pur- 


130 


pose.  All  bonds  so  issued  shall  in  all  respects  have  the  same 
legal  rank  and  security  as  the  bonds  theretofore  or  thereafter 
issued  in  accordance  with  the  terms  of  this  indenture  as 
though  all  of  said  bonds  had  been  actually  issued  and  this 
mortgage  had  been  executed  and  delivered  by  such  successor 
or  purchasing  corporation  at  a  time  when  the  title  to  the 
property  intended  to  be  covered  by  this  mortgage  was  fully 
and  absolutely  vested  in  such  corporation. 

Terminal  Nevertheless,  at  any  time  the  Terminal  Company,  by  an 

Company  J  r  j  >  j 

“nyypoUwrerrsder  aPPr°priate  instrument  in  writing  executed  pursuant  to  a 
resolution  adopted  by  its  Board  of  Directors  and  delivered  to 
the  Trustee,  may  surrender  any  of  the  powers  reserved  to  the 
Terminal  Company  or  to  such  successor  or  purchasing 
corporation  so  far  as  the  same  shall  remain  unexecuted  ;  and 
thereupon  such  power  or  powers  so  surrendered  shall  ter¬ 
minate. 

certain  after-  Section  3.  In  case  the  Terminal  Company,  pursuant  to 

acquired  prop- 

cessorfcorpo-  Secti°n  1  of  this  Article,  shall  be  so  consolidated  or  merged 

subject  hereto,  with  any  other  corporation,  or  shall  sell  or  convey  and  transfer 
subject  to  this  mortgage,  all  of  the  mortgaged  and  pledged 
premises  as  an  entirety  as  aforesaid,  the  following  property, 
interests,  rights,  franchises  or  immunities  owned  or  acquired 
then  or  thereafter  by  such  successor  or  purchasing  corpora¬ 
tion  shall  be  deemed  to  be  included  iu  the  descriptions  con¬ 
tained  in  the  granting  clauses  of  this  indenture  and  to  be 
subject  to  the  lien  of  this  mortgage  : 

(a)  those  so  taken  over  ; 

( b )  those  in  respect  of  the  purchase,  acquisition  or  con¬ 
struction  whereof,  or  in  respect  to  replacements,  renewals, 
betterments  or  extensions  whereof  or  whereto,  First  Mortgage 
Bonds  shall  be  authenticated  and  delivered  or  moneys  deposited 
hereunder  shall  be  paid  out  under  any  of  the  provisions  of  this 
indenture ; 

(c)  all  replacements,  renewals,  betterments  and  additions 


131 


of  or  to  any  of  the  property,  interests,  rights,  franchises  and 
immunities  mentioned  in  clauses  (a)  or  ( b )  of  this  Section  3  or 
which  shall  then  be  or  thereafter  become  appurtenant  to  or 
used  in  direct  connection  with  or  necessarily  required  for  use 
in  the  operation  of  any  thereof  ; 

(d)  those  which  shall  be  conveyed,  mortgaged,  pledged, 
assigned  or  transferred  by  such  successor  or  purchasing  cor¬ 
poration  or  by  anyone  in  its  behalf  or  with  its  written  consent 
to  the  Trustee  pursuant  to  the  provisions  of  the  granting 
clauses  hereof. 

Section  4.  All  the  covenants,  stipulations,  promises  and  successor  of 
agreements  in  this  indenture  contained  by  or  in  behalf  of  the  bound!^ 
Terminal  Company,  shall  bind  its  successors  and  assigns, 
whether  so  expressed  or  not. 

ARTICLE  THIRTEENTH. 

Section  1.  The  words  “bond,”  “bondholder”  and  Definitions, 
“holder”  include  the  plural  as  well  as  the  singular  number 
unless  otherwise  expressly  indicated.  The  word  “  holder  ” 
used  with  reference  to  a  registered  bond  without  coupons  or  a 
registered  coupon  bond  means  the  person  who  shall  appear 
by  the  bond  register  to  be  the  registered  owner  thereof.  In 
the  case  of  coupon  bonds  pledged  or  otherwise  hypothecated 
the  words  “  bondholder  ”  and  “  holder  ”  shall  be  deemed  to 
have  reference  to  the  person  at  the  given  time  actually  in 
possession  of  such  bond.  The  words  “  trust  estate  ”  shall, 
unless  otherwise  expressly  indicated,  be  held  and  construed  to 
include  the  real  and  personal  property  of  every  kind  and 
nature  whatsoever  which  is  or  shall  be  or  in  equity  should  be 
deemed  to  be  subject  to  the  lien  of  this  indenture.  The 
expression  “absolute  money  liability”  and  every  equivalent  “Absolute 
expression  or  phrase  of  like  meaning,  wherever  used  in  thisllablllt,y'” 
indenture  or  in  any  resolution,  certificate  or  other  document  in 


132 


this  indenture  provided  for,  shall  be  deemed  to  signify  a  lia¬ 
bility  which  to  the  best  of  the  knowledge  or  belief  of  the 
officers  of  the  Terminal  Company  is  not  at  the  time  with 
reference  whereto  such  expression  is  used  herein  or  shall  be 
used  in  any  resolution,  certificate  or  other  document  herein 
provided  for,  subject  to  be  defeated  in  any  contingency  and 
with  respect  whereto  the  Terminal  Company’s  obligation  to 
make  the  payment  in  question  either  at  such  time  shall 
already  have  fully  matured  or  to  the  best  of  the  knowledge  and 
belief  of  such  officers  will  have  fully  matured  and  become  pres¬ 
ently  enforceable  at  the  time  of  the  authentication  and  delivery 
of  the  bonds  or  the  payment  of  the  moneys  called  for  by  the 
Terminal  Company  in  order  to  provide  for  such  liability 
or  will  so  mature  or  become  presently  enforceable  thereupon 
or  immediately  thereafter ;  and  the  time  when  such  liability 
shall  first  have  been  ascertained  to  be  an  absolute  money 
liability  shall  be  deemed  for  the  purposes  of  this  indenture 
the  time  when  such  liability  is  incurred  by  the  Terminal 
Company  irrespective  of  the  time  when  the  Terminal  Company 
shall  have  entered  into  the  agreement  or  arrangement  under 
which  such  liability  arises  or  the  date  expressed  in 
such  agreement  or  arrangement.  The  obligation  of  the 
Terminal  Company  to  pay  the  whole  or  any  interim  in¬ 
stalment  of  the  cost  or  price  of  any  work  or  property 
which  is  to  be  performed  for  or  delivered  to  the  Terminal 
Company  shall  not  be  deemed  to  be  an  “  absolute  money 
liability  ”  within  the  meaning  of  this  indenture  unless 
and  until  all  of  the  work  represented  by  said  whole  cost  or 
price  or  in  an  appropriate  case  by  said  interim  instalment 
thereof  and  by  all  interim  instalments  thereof  that  shall  have 
previously  been  paid  or  become  payable  shall  be  substantially 
performed  and  all  property  entering  into  the  work  so  repre¬ 
sented  shall  be  in  the  possession  of  the  Terminal  Company 
and  all  other  property  represented  by  said  whole  cost  or 
price  or  by  said  and  all  previous  interim  instalments  thereof,  as 


133 


the  case  may  require,  shall  have  been  delivered  or  shall  be 
substantially  ready  for  delivery  to  the  Terminal  Company  ; 
but  neither  any  requirement  in  this  indenture  contained 
that  at  the  time  of  application  for  the  authentication  and  de¬ 
livery  of  First  Mortgage  Bonds  or  the  payment  of  moneys 
hereunder  there  shall  exist  an  absolute  money  liability  upon 
the  part  of  the  Terminal  Company  nor  any  equivalent 
requirement  shall,  in  event  that  the  Terminal  Company 
shall  in  any  case  elect  to  accept  unconditionally  or  upon 
conditions  prescribed  or  agreed  to  by  it  delivery  of  any 
work  or  property  with  respect  whereto  any  controversy 
or  question  may  exist  as  to  whether  the  same  fully  com¬ 
plies  with  the  requirements  of  the  contract  or  order  vvhere- 
under  the  same  may  have  been  furnished,  be  deemed  to  affect 
the  right  of  the  Terminal  Company  to  require  the  authentica¬ 
tion  and  delivery  of  First  Mortgage  Bonds  or  the  payment  of 
deposited  moneys  hereunder  against  or  on  account  of  the  work 
or  property  so  accepted,  provided  only  that  all  of  the  conditions 
herein  prescribed  to  be  observed  or  fulfilled  as  prerequisite  to 
such  authentication  and  delivery  or  srrch  payment  hereunder 
shall  have  been  fully  complied  with  and  fulfilled.  The  Trustee 
shall  not  be  required  to  determine  the  facts  with  respect  to 
any  “absolute  money  liability,”  but  shall  be  fully  protected  bv 
the  certificates  hereinbefore  required  to  be  delivered  to  it 
stating  that  an  “  absolute  money  liability  ”  exists. 

Section  2.  Any  written  demand,  direction,  request,  consent,  Execution  of 

Instruments  by 

approval,  notice,  certificate,  waiver,  nomination,  appointment,  t®™1^1 
designation,  or  other  similar  acts  to  be  given,  made  or  executed 
by  the  Terminal  Company  under  any  of  the  provisions  hereof 
shall,  unless  otherwise  expressly  provided  herein,  be  deemed 
sufficiently  made  and  executed  if  signed  by  the  President 
or  a  Vice-President  of  the  Terminal  Company  and  sealed 
with  its  corporate  seal  duly  attested  by  its  Secretary 
or  an  Assistant  Secretary.  The  Trustee  may  receive  a 


134 


ofUreso?ution10n  cer^^ca^e  un<^er  ^je  corporate  seal  of  the  Terminal  Company, 
attested  by  tlie  Secretary  or  Assistant  Secretary  of  the  Ter¬ 
minal  Company,  as  sufficient  evidence  of  the  passage  of  any 
resolution  by  the  Board  of  Directors  or  the  Executive  Com¬ 
mittee  of  the  Terminal  Company. 

Trustee  may  The  Trustee  may  receive,  in  lieu  of  any  certified  copy  of  a 
receive  writing  _  _  _ 

mlmbVrsof1  resolution  of  the  Executive  Committee  of  the  Terminal  Com- 

committee in  pany  required  to  be  delivered  to  it  under  any  of  the  provis- 

resoiution.  sions  of  this  indenture,  a  writing  subscribed  by  all  of  the 

members  of  such  Executive  Committee,  reciting  or  stating  the 

same  matters  as  are  required  by  the  terms  hereof  to  be  recited 

or  stated  in  the  resolution  of  the  Executive  Committee. 

Execution ot  Any  written  demand,  direction,  request,  consent,  ap- 
instruments  by  1  1 

Trustee.  proval,  notice,  certificate,  waiver,  or  other  similar  act  to 
be  made  or  executed  by  the  Trustee  under  any  of  the 
provisions  hereof  shall  be  deemed  sufficiently  made  and 
executed  if  signed  by  the  President  or  a  Vice-President  or 
the  Trust  Officer  of  the  Trustee  under  its  corporate  seal  duly  at¬ 
tested  by  its  Secretary  or  Assistant  Secretary.  Any  notice 
or  demand  in  respect  of  the  First  Mortgage  Bonds  and  coupons 
or  under  this  indenture  may  be  served  or  made  at  the  office  of 
the  Trustee  or  in  the  case  of  a  notice  to  or  demand  upon  the 
Terminal  Company  at  the  office  of  the  Terminal  Company  in 
the  City  of  Memphis  in  the  State  of  Tennessee  or  at  its  office 
or  agency  in  the  Borough  of  Manhattan  in  the  City  and  State  of 
New  York,  or  in  the  absence  of  such  office  or  agency  written 
notice  of  the  actual  location  whereof  shall  have  been  lodged  with 
the  Trustee,  upon  the  Trustee  as  the  representative  of  the  Termi¬ 
nal  Company,  and  any  such  presentation,  service  or  demand 
hereunder  shall  be  sufficient. 


Execution  Section  3.  In  order  to  facilitate  the  record  of  this  indent- 

hereof  in 

counterparts.  ure  s.lU)e  may  be  simultaneously  executed  in  several  coun¬ 
terparts  each  of  which  so  executed  shall  be  deemed  to  be  the 
original  although  all  or  any  of  the  others  may  not  be  produced, 


135 


and  such  counterparts  shall  together  constitute  one  and  the 
same  instrument. 

Section  4.  If  any  provision  or  provisions  of  this  mortgage  ot 

shall  be  held  or  deemed  to  be  or  shall  in  fact  be  inoperative  hereot°vlSlon 
or  unenforcible  as  applied  in  any  particular  case  in  any  juris¬ 
diction  or  jurisdictions  or  in  all  cases  and  jurisdictions,  be¬ 
cause  conflicting  with  any  provision  of  any  constitution  or 
statute  or  rule  of  public  policy  or  for  any  other  reason,  such 
circumstance  shall  not  have  the  effect  of  rendering  the  pro¬ 
vision  or  provisions  in  question  inoperative  or  unenforcible  in 
any  other  case  or  circumstances  or  of  rendering  any  other  pro¬ 
vision  or  provisions  herein  contained  invalid,  inoperative  or 
unenforcible  to  any  extent  whatever. 


ARTICLE  FOURTEENTH. 

Nothing  in  this  indenture  expressed  or  implied  is  intended  Rights  here- 
or  shall  be  construed,  to  confer  upon,  or  to  give  to,  any  bondholders.3 
person  or  corporation,  other  than  the  parties  hereto  and  the 
holders  of  First  Mortgage  Bonds,  any  right,  remedy  or  claim, 
under  or  by  reason  of  this  indenture  or  any  covenant,  condi¬ 
tion  or  stipulation  hereof ;  and  all  the  covenants,  stipulations, 
promises  and  agreements  in  this  indenture  contained  by  or  on 
behalf  of  the  Terminal  Company  shall  be  for  the  sole  and  ex¬ 
clusive  benefit  of  the  parties  hereto  and  of  the  holders  of 
First  Mortgage  Bonds. 

Guaranty  Trust  Company  of  New  York,  party  hereto  of  ^Trustee6 
the  second  part,  hereby  accepts  the  trusts  in  this  indenture 
declared  and  provided  and  agrees  to  perform  the  same  upon 
the  terms  and  conditions  hereinbefore  set  forth. 

In  Witness  Whereof,  Arkansas  &  Memphis  Railway  Testimonium. 
Bridge  and  Termiual  Company  and  Guaranty  Trust  Company 
of  New  York  have  caused  their  respective  corporate  seals  to 


136 


Signatures. 


be  hereunto  affixed  duly  attested  by  tlieir  respective  Secre¬ 
taries  or  Assistant  Secretaries,  and  this  indenture  to  be  signed 
by  their  respective  Presidents  or  Vice-Presidents,  the  day 
and  year  first  above  written,  in  the  City  and  State  of  New 
York. 


Arkansas  &  Memphis  Railway  Bridge  and 


Terminal  Company, 

By 

A.  C.  Ridgway 


Attest  : 


President. 


[Corporate  Seal]  C.  C.  Huitt 

Assistant  Secretary. 

Signed,  sealed  and  delivered  on  behalf') 
of  Arkansas  &  Memphis  Railway  [ 

Bridge  and  Terminal  Company  in  j 
the  presence  of :  J 

Ralph  M.  Arkush 


Guaranty  Trust  Company  of  New  York, 

By 

Wm.  C.  Cox 


Attest : 


Vice-President. 


[Corporate  Seal]  E.  C.  Hebbard 

Secretary. 

Signed,  sealed  and  delivered  on  behalf) 
of  Guaranty  Trust  Company  of  New 
York  in  the  presence  of  :  ) 

A.  E.  Burke 


137 


State  of  New  York,  ) 

>  ss : 

County  of  New  York,  > 

Before  me,  the  undersigned,  Robert  Lee  Forbes,  a  Notary  ^ce^“°^ledg' 

Public  within  and  for  the  county  and  State  aforesaid,  company  in 

duly  commissioned  and  sworn  and  acting  as  such,  on  this  Tennessee, 

Arkansas  and 

twenty-fourth  day  of  Maj%  1915,  personally  came  and  appeared  New  York 
A.  C.  Ridgway  and  C.  C.  Huitt,  to  me  known  and  with  whom 
I  am  personally  acquainted,  and  to  me  well  known  as  the 
President  and  the  Assistant  Secretary,  respectively,  of 
Arkansas  &  Memphis  Railway  Bridge  and  Terminal  Com¬ 
pany,  and  to  me  personally  well  known  as  the  persons  whose 
names  are  subscribed  to  the  within  and  foregoing  instrument; 
and  the  said  A.  C.  Ridgway  upon  oath  acknowledged  himself 
to  be  the  President  of  Arkansas  &  Memphis  Railway 
Bridge  and  Terminal  Company,  the  within  named  bar¬ 
gainor,  a  corporation,  and  he  acknowledged  that  he  as  such 
President,  being  authorized  so  to  do,  executed  the 
foregoing  instrument  for  the  purposes  therein  contained  by 
signing  the  name  of  the  corporation  by  himself  as  President ; 
and  the  said  A.  C.  Ridgway  and  C.  C.  Huitt  acknowledged  that 
they  had  in  their  said  official  capacities  executed  the  foregoing 
instrument  as  the  act  and  deed  of  said  company  for  the  con¬ 
sideration  and  purposes  therein  mentioned. 

And  the  said  A.  C.  Ridgway,  being  by  me  duly  sworn, 
did  depose  and  say  that  he  resides  in  Chicago,  Ill. ; 
that  he  is  the  President  of  Arkansas  &  Memphis  Railway 
Bridge  and  Terminal  Company,  the  corporation  described  in 
and  which  executed  the  above  instrument  ;  that  he  knows  the 
seal  of  said  corporation  ;  that  the  seal  affixed  to  said  instru¬ 
ment  is  such  corporate  seal  ;  that  it  was  so  affixed  by  order  of 
the  Board  of  Directors  of  said  corporation,  and  that  he  signed 
his  name  thereto  by  like  order. 

Witness  m}T  hand  and  official  seal  at  my  office  in  the  county 


138 


Acknowledg¬ 
ment  by 
Trustee  In 
combined 
Tennessee, 
Arkansas  and 
New  York 
forms. 


and  State  aforesaid  on  this  twenty-fourth  day  of  May,  A.  D. 
1915. 


Robert  Lee  Forbes 

[Notarial  Seal.]  Notary  Public  No.  1094  in  and  for  the 

County  and  State  of  New  York. 
My  Commission  expires  March  30,  1916. 

New  York  Registers  No.  6100. 


State  of  New  York,  ) 

S  ss. : 

County  of  Newr  York,  ) 

Before  me,  the  undersigned,  A.  E.  Burke,  a  Notary 
Public  within  and  for  the  couuty  and  State  aforesaid, 
duly  commissioned  and  sworn  and  acting  as  such,  on  this 
twenty-fourth  day  of  May,  1915,  personally  came  and  appeared 
Wm.  C.  Cox  and  E.  C.  Hebbard,  to  me  known  and  with  whom 
I  am  personally  acquainted,  and  to  me  well  known 
as  a  Vice-President  and  the  Secretary,  respectively, 
of  Guaranty  Trust  Company  of  New  York,  and  to 
me  personally  well  known  as  the  persons  whose  names 
are  subscribed  to  the  within  and  foregoing  instrument ;  and 
the  said  Wm.  C.  Cox  upon  oath  acknowledged  himself  to  be 
a  Vice-President  of  Guaranty  Trust  Company  of  New 
York,  the  'within  named  bargainor,  a  corporation,  and  he  ac¬ 
knowledged  that  he  as  such  Vice-President,  being  au¬ 
thorized  so  to  do,  executed  the  foregoing  instrument  for 
the  purposes  therein  contained  by  signing  the  name  of  the 

corporation  by  himself  as  Vice-President ;  and  the  said  Wm. 

v 

C.  Cox  and  E.  C.  Hebbard  acknowledged  that  they  had  in 
their  said  official  capacities  executed  the  foregoing  instrument 


139 


as  the  act  and  deed  of  said  company  for  the  consideration  and 
purposes  therein  mentioned. 

And  the  said  Wm.  C.  Cox,  being  by  me  duly  sworn,  did 
depose  aud  say  that  he  resides  in  Sag  Harbor,  New  York ; 
that  he  is  a  Vice-President  of  Guaranty  Trust  Company  of 
New  York,  the  corporation  described  in  and  which  executed 
the  above  instrument  ;  that  he  knows  the  seal  of  said  corpora¬ 
tion  ;  that  the  seal  affixed  to  said  instrument  is  such  cor¬ 
porate  seal  ;  that  it  was  so  affixed  by  order  of  the  Board  of 
Directors  of  said  corporation,  aud  that  he  signed  his  name 
thereto  by  like  order. 

Witness  my  hand  and  official  seal  at  my  office  in  the 
county  and  State  aforesaid  on  this  twenty-fourth  day  of  May, 
A.  D.  1915. 

A.  E.  Burke 

Notary  Public,  New  York  County 

(Notarial  Seal.)  New  York  County  Clerks  No.  364 
New  York  Register  No.  6386 
My  commission  expires  March  30,  1916 


[12502] 


I 


UNIVERSITY  OF  ILLINOIS-URB ANA 
385.4  AR48S  C001 

Arkansas  &  Memphis  Railway  Bridge  and  Te 


